Cenes Pharmaceuticals has announced that it has agreed to acquire the UK biotechnology company Therasci Limited for up to £3.7m (the acquisition). Included in the assets of Therasci is a simultaneous transaction under which, GlaxoSmithKline has assigned to Therasci all rights to their programme developing novel short-acting sedatives for the use in day case procedures.
Therasci operates a low risk approach to Central Nervous System (CNS) drug development by applying modern technologies to discover novel, superior compounds for established drug targets. Therasci has discovery and development programmes focused on the development of drugs for the treatment of Parkinson's disease, substance abuse and sleep disorders. Therasci also has £1m in cash.
The GSK sedative programme includes a lead and several back-ups. The lead compound is in pre-clinical development and Cenes believes that clinical proof of concept may be achieved within 24 months. The compound is targeted to the growing day case surgical and non-surgical procedures market. Therasci operates a virtual business model complementary to Cenes. Therasci’s management has extensive big pharma and biotech expertise in discovery and business development and will join the Cenes management team.
The enlarged Cenes pipeline offers a highly focused, lower risk approach to the development of drugs for the treatment of pain, anaesthesia, and disorders of the CNS.
•At completion of the acquisition, Therasci will have net assets of approximately £1.2 million, including free cash of £1 million.
•Following the transaction Cenes has sufficient funding for over 24 months.
The Cenes chief operating officer and finance director, Neil Clark commented: "Cenes has strengthened and broadened its CNS focused pipeline by this transaction. Therasci’s business model, reduced risk discovery and development strategies and management expertise are a perfect fit with Cenes’ virtual business model and late stage CNS clinical development focus. The GSK sedative programme is particularly interesting being based on excellent science and clinically validated mechanisms, it offers a lower-risk route into the rapidly growing short surgical and non-surgical procedures market. The combined pipeline’s potential is exciting and Cenes remains financially strong and therefore well placed to deliver increased value to shareholders".
Alan Goodman, the chairman of Cenes, is also a director of Avlar Bioventures Limited. One of the funds managed by Avlar Bioventures Limited is a significant shareholder in Therasci. As a result, the acquisition has been treated as a related party transaction (as defined in the AIM Rules). The independent directors, Neil Clark, Ronald Irwin and Dr Peter Johnson, having consulted with Evolution Beeson Gregory Limited, Cenes' nominated adviser, consider that the terms of the acquisition are fair and reasonable insofar as the company's shareholders are concerned.