Ondine Biopharma Corporation and Advanced Photodynamic Technologies, Inc (APT) announced that Ondine and the owners of APT have signed a binding definitive agreement pursuant to which Ondine will acquire APT in exchange for common shares of Ondine. APT is a privately-held leader in research and development of photodynamic drugs and devices for antimicrobial and oncotherapeutic applications. Closing of the acquisition is expected to occur on or about November 30, 2009 and is subject to certain conditions, including receipt of regulatory approvals and completion of due diligence to the satisfaction of Ondine.
“The acquisition of Advanced Photodynamic Technologies represents an ideal strategic fit as it significantly expands our portfolio of photodynamic medical products and intellectual property," said Carolyn Cross, Ondine’s CEO and chairman. “Working together with Dr. Biel and colleagues, we intend to leverage our broad photodynamic and clinical expertise into new indications with large unmet medical needs, including disinfection of endotracheal tubes; treatment of chronic sinusitis; and local treatment of head and neck cancers without systemic side-effects. The endotracheal tube disinfection product, for example, is designed to suppress the development of Ventilator-Associated Pneumonia, the second-most common hospital acquired infection in North America.”
“This is an exciting milestone for Advanced Photodynamic Technologies, and we are very pleased to become part of Ondine,” said Dr Merrill Biel, APT’s CEO and chairman. “Ondine's proven product development capabilities and leadership position in antimicrobial photodynamic therapy strongly leverage APT's broad product portfolio. We are looking forward to working together to collectively develop the next generation of PDT products that will significantly enhance patient outcomes at greatly reduced costs."
Under the terms of the definitive agreement, Ondine would issue 8,856,458 common shares to acquire a cent per cent equity interest in APT on closing. The shareholders of APT would also be entitled to receive contingent share consideration of up to an additional 11,187,105 common shares as described below and 5% of the net proceeds received by Ondine from future third party transactions for the commercialization or acquisition of certain of APT’s intellectual property. The contingent share consideration ranges from 932,259 to 1,864,517 shares per milestone based on the achievement within defined time frames of nine intellectual property development milestones, consisting of additional patent grants, successful clinical outcomes and receipt ofUnited States regulatory approvals.
Dr Biel is also the president, CEO and a director of PhotoBiologix, Inc. Upon closing the acquisition, Ondine will enter into an agreement with PhotoBiologix, a company established in Minnesota to provide grant writing services, research and development and clinical trial support for early-stage Ondine products. Ondine will issue 466,130 common shares and fund certain operating costs of PhotoBiologix as consideration.
Dr Merrill Abraham Biel, age 53, will be appointed to Ondine’s Board of Directors upon closing of the acquisition and he will become Principal Investigator of several planned clinical studies. In addition, pursuant to the terms of a services contract, Dr Biel will provide consulting services to the Company consisting principally of chairing Ondine’s Clinical Advisory Board and consulting in connection with the development of the Company’s photodynamic products. There are no other matters which are required to be announced with regard to this appointment pursuant to Schedule 2 paragraph (g) of the AIM Rules for Companies.
APT is a 13-year old, privately-held research and development company based in Minneapolis, Minnesota, developing antimicrobial and oncotherapeutic products based on photodynamic therapy.