This press release or the merger does not constitute an offer, either directly or indirectly in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States, or in any other jurisdiction where such offer under the laws and regulations of such relevant jurisdiction would be prohibited by applicable law. Shareholders who are not resident in Sweden and who wish to accept the proposed merger consideration must carry out closer investigations regarding the applicable legislation and possible tax consequences.
PRESS RELEASE
Lund March 31, 2023
The two pharmaceutical companies Hamlet Pharma AB and SelectImmune Pharma AB, listed on the Spotlight Stock Market, intend to merge and create a powerful pharmaceutical company for drug development for the treatment of cancer and infectious diseases. The merged company (Hamlet Biopharma) gets a portfolio with a total of ten pharmaceutical projects, of which three projects are in phase II, where two of the projects already have positive results in clinical studies. The portfolio includes a total of eleven patent families for cancer, infections and tuberculosis with more than 60 patents. Hamlet Biopharma is now building a focused commercial organization with access to a technology platform and university-based scientist as well as an extensive network of international specialists for drug development and clinical studies. A larger listed company will become more cost-effective and attract talents to the company as well as to the network. Hamlet Biopharma has secured funding for at least twelve months.
The board of directors of Hamlet Pharma AB (publ) (“Hamlet Pharma”) and SelectImmune Pharma AB (publ) (“Select Immune”) (together the “Companies”) have today adopted a merger plan (the “Merger plan”) to carry out a merger of Hamlet Pharma and SelectImmune Pharma (“Hamlet BioPharma”) through a corporate merger (the “Merger”). The Merger is subject to, inter alia, approvals by the extraordinary general meetings of the two Companies. As merger consideration, shareholders in Select Immune will receive 0.8 shares in Hamlet Pharma for each share in Select Immune, for each class of shares.
Furthermore, Hamlet Biopharma has entered into an agreement with Linnane Pharma AB (“Linnane Pharma”) regarding the acquisition of the company that owns rights to a project for the treatment of tuberculosis (the "Project").
Background and reason
The long-term goal of the company group consisting of Hamlet Pharma, SelectImmune Pharma and Linnane Pharma is to commercialize a broad portfolio of innovative pharmaceutical projects and to create an agile organization where the commercial leadership in Hamlet Biopharma, which is a merger of Hamlet Pharma and Select Immune, focuses on establishing partnerships, licensing or selling rights, running clinical studies and protecting patents and IP rights. The board of directors of Hamlet Pharma and SelectImmune (collectively the “Board of Directors”) now see positive clinical results in Hamlet Pharma and SelectImmune, and therefore believe that the time is right to take this step. The main shareholder of the companies looks positively on the merger to create a powerful company to effectively run the pharmaceutical projects in the long term. Hamlet Biopharma has secured funding for at least twelve months.
The Board of Directors have investigated the consequences of a merger between the Companies and see a convincing strategic and operational advantage of the merger. The purpose of the Merger is to create a broader portfolio of pharmaceutical projects in two major clinical areas, cancer and infections. The need for new, more selective cancer drugs is great, as is the need for alternatives to antibiotics, which increasingly lose their effects due to antibiotic resistance and leave the patient without treatment options. Furthermore, the Companies project portfolio is supplemented by the acquisition of drug projects and patents for the treatment of tuberculosis with the company Linnane Projects AB (the "Acquisition"), which holds rights to the Project.
The Merger creates a larger company that takes care of the promising projects in Hamlet Pharma and SelectImmune. Through the Merger and Acquisition of Linnane Projects AB ("Linnane Projects"), the various sub-projects are established in an organization that can effectively drive them further towards market approval within important clinical indications. This includes the most advanced pharmaceutical projects within the respective companies: Alpha1H for the treatment of bladder cancer, which is in clinical phase II, and Kineret R for the treatment of acute cystitis and bladder pain syndrome which is in phase II. Furthermore, the Companies see a great potential for synergies in the form of strengthened know-how.
Cancer and infections are among the greatest challenges for humanity, with high mortality and limited efficacy of the drugs and traditional treatments currently used. The vision for Hamlet Biopharma is to develop new drug concepts with great potential to improve people's health, increase the quality of life and reduce the suffering of those who become ill and need new treatments.
This is information that Hamlet Pharma AB (publ) and SelectImmune Pharma AB (publ) are obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, on March 31, 2023, at 08:00.
