TIDMAMYT
Amryt Successfully Completes Acquisition of Chiasma, Inc.
Appoints Raj Kannan and Dr. Roni Mamluk as Non-Executive
Directors
Issues Ordinary Shares and Total Voting Rights
DUBLIN, Ireland, and Boston MA, August 5, 2021, Amryt (Nasdaq:
AMYT, AIM: AMYT), a global, commercial-stage biopharmaceutical
company dedicated to acquiring, developing and commercializing
novel treatments for rare diseases, is pleased to announce that it
has completed its previously announced acquisition of Chiasma, Inc.
following the receipt of the necessary approvals of both Amryt's
and Chiasma's shareholders (the "Transaction"). In conjunction with
completion, Amryt is also pleased to announce the appointment of
Raj Kannan and Roni Mamluk Ph.D to the board of Amryt as
Non-Executive Directors with immediate effect.
Dr. Joe Wiley, Chief Executive Officer of Amryt, commented on
the completion of the Transaction: "We are very pleased to have
completed the Transaction and are grateful to our shareholders for
their support. We look forward to welcoming the Chiasma team to
Amryt and are excited to begin the process of integrating and
growing our combined businesses. This Transaction further
solidifies our position as a global leader in treating rare and
orphan conditions. The combined business will have three approved
commercial products and an exciting pipeline of development assets.
Our lead development candidate, Oleogel-S10, is currently
progressing through the regulatory process in the US and EU and, if
approved, will bring our portfolio of commercial products to four.
We see significant revenue growth opportunities for Mycapssa(R) in
acromegaly and are also very excited to further develop the
potential for Mycapssa(R) in patients with carcinoid symptoms
stemming from neuroendocrine tumors ("NET") where we believe the
commercial opportunity is significant. With the addition of NET,
our combined pipeline will have four product candidates in late
clinical stages as well as our exciting pre-clinical gene therapy
asset, AP103 in dystrophic Epidermolysis Bullosa."
Ray Stafford, Chairman of Amryt Pharma, commented on the
appointment of Raj Kannan and Roni Mamluk: "I am delighted to
warmly welcome Raj and Roni to the board of Amryt. Collectively,
they bring a wealth of diverse experience from across the
pharmaceutical industry and I know that their input will play an
important role in helping us ensure our business continues to
perform and grow into the future."
Issue of Amryt New Ordinary Shares Pursuant to Closing
In conjunction with completion of the Transaction, Amryt has
allotted and issued a total of 127,733,680 New Ordinary Shares (the
"Consideration Shares") as consideration for the Transaction which
will be issued to the former Chiasma Shareholders in the form of
25,546,736 Amryt ADSs which are tradeable on Nasdaq.
In connection with the completion of the Transaction, the shares
of Chiasma common stock will be delisted from trading on the Nasdaq
Stock Market and Chiasma will terminate its registration under the
U.S. Securities Exchange Act of 1934 as soon as practicable. The
parties expect that the shares of Chiasma common stock will
continue to trade on the Nasdaq Stock Market until the end of
trading today on a to-be-converted basis. Further to the
Transaction, shareholdings in Chiasma will be rounded up or down
when converting to Amryt ADSs using the exchange ratio of 0.396.
Accordingly, Amryt anticipates that a small number of additional
New Ordinary Shares may be issued as consideration to Chiasma
Shareholders (which would be issued in the form of Amryt ADSs) in
the next several weeks once beneficial holdings in Chiasma and
roundings have been finalised. Amryt intends to apply for the
admission of any such New Ordinary Shares to trading on AIM and
will make a further announcement as appropriate in due course.
Amryt has applied for the admission of the Consideration Shares
issued pursuant to the Transaction to be admitted to trading on
AIM. Admission of the New Ordinary Shares is expected to take place
at 8.00am BST on or around August 6, 2021.
Exercise of Zero Cost Warrants
An Amryt institutional investor has exercised subscription
rights relating to 8,966,520 zero cost warrants (the "Warrants").
These Warrants were issued in September 2019 as part of the
Company's acquisition of Aegerion. Certain institutional investors
elected to receive Warrants to subscribe for new ordinary shares of
GBP0.06 each in Amryt ("Ordinary Shares"), in place of the same
number of Ordinary Shares, as consideration for the Company's
acquisition of Aegerion and their equity investments in the Company
in September 2019. Each warrant entitles the holder to subscribe
for one Ordinary Share for no additional consideration. In order to
satisfy the exercise of the Warrants, the Company will transfer
4,208,314 Ordinary Shares out of treasury and will issue 4,758,206
new Ordinary Shares to the institutional investor. Amryt has
applied for these 4,758,206 new Ordinary Shares to be admitted to
trading on AIM (the "Warrant Share Admission") and it is expected
that Warrant Share Admission will become effective, and that
dealings will commence at 8.00 a.m. BST on or around August 11,
2021.
Issued Share Capital and Total Voting Rights
Following the issue of the Consideration Shares but before the
Warrant Share Admission, the issued share capital of the Company
will comprise 311,326,976 Ordinary Shares (equivalent to 62,265,395
ADSs) and the Company will hold 4,208,314 Ordinary Shares in
treasury. During this period, the total number of voting rights in
the Company will be 307,118,662 and during this period this figure
may be used by shareholders as the denominator for the calculation
by which they will determine if they are required to notify their
interest in, or a change to their interest in, Amryt under the
FCA's Disclosure Guidance and Transparency Rules.
Following the Warrant Share Admission, the issued share capital
of the Company will comprise 316,085,182 Ordinary Shares
(equivalent to 63,217,036 ADSs) and the Company will not hold any
Ordinary Shares in treasury. Therefore, following the Warrant Share
Admission, the total number of voting rights in the Company will be
316,085,182. Following the Warrant Share Admission, this figure may
be used by shareholders as the denominator for the calculation by
which they will determine if they are required to notify their
interest in, or a change to their interest in, Amryt under the
FCA's Disclosure Guidance and Transparency Rules. Amryt will have
no further zero cost warrants in issue following Warrant Share
Admission.
Block Admission Applications
Amryt will make an application to the London Stock Exchange for
a block listing of 18,400,000 new Ordinary Shares to be admitted to
trading on AIM in respect of issues of Ordinary Shares from time to
time pursuant to the exercise of share options and vesting of
restricted stock units issued pursuant to the Chiasma 2015 Stock
Option and Incentive Plan.
Amryt additionally will make a block listing application in
respect of 10,000,000 Ordinary Shares in respect of issues of
Ordinary Shares from time to time pursuant to the exercise of share
options and vesting of restricted stock units under the Amryt
Equity Incentive Plan.
When issued, the Ordinary Shares under the block listing will
rank pari passu with the Company's existing issued Ordinary Shares.
The admission of 28,400,000 Ordinary Shares to trading on AIM under
these block listing applications is expected to be effective on
August 11, 2021.
New Board Member Biographies
Raj Kannan was appointed Chief Executive Officer of Chiasma,
Inc. in June 2019. Mr. Kannan has over 25 years of pharmaceutical
industry experience. He has held a variety of roles from field
sales to leading global business franchises. Mr. Kannan has led and
supported multiple successful launches across therapeutic areas
both in the US and globally. Prior to joining Chiasma, Mr. Kannan
served as the Chief Commercial Officer at Kiniksa Pharmaceuticals
since July 2018. In that role, he was responsible for building and
leading the company's commercial operations, including sales,
marketing, business analytics and market-access functions. Prior to
Kiniksa, Mr. Kannan served as the Global Head of the Neurology and
Immunology business franchise at Merck KGaA, where he was
responsible for $2B in annual revenues and for providing the
strategic direction for assets in clinical development. Prior to
Merck KGaA, Mr. Kannan spent ten years at Boehringer Ingelheim in
roles of increasing responsibility in the US, Canada, and in
Germany, including the role of Global Marketing Head of the
Cardiovascular Franchise, where he was responsible for over $3.5B
in annual revenues.
Roni Mamluk, Ph.D. joined the Board of Directors of Chiasma,
Inc. in June 2017. Dr. Mamluk currently serves as Chief Executive
Officer of Ayala Pharmaceuticals, Inc., a clinical-stage
biopharmaceutical company dedicated to developing targeted cancer
therapies for people living with genetically defined cancers. She
joined Chiasma in 2006 and led the creation of its TPE technology
and subsequently Mycapssa(R) development. Roni fulfilled multiple
roles at Chiasma including Chief Development Officer from March
2015 to March 2017, Chief Executive Officer from April 2013 to
March 2015 and held various roles in the Company from 2006 to April
2013, including Chief Operating Officer and Vice President,
Research and Development. Prior to joining Chiasma, Dr. Mamluk led
nonclinical research and development at Adnexus Therapeutics, Inc.
Dr. Mamluk received her B.A. and Ph.D. from the Hebrew University.
She completed her post-doctoral fellowship at Children's
Hospital/Harvard Medical School in the field of angiogenesis.
Additional information required under the AIM rules for
Companies in respect of the Board appointments:
The following information is disclosed pursuant to Schedule Two
paragraph (g) of the AIM Rules for Companies.
Rajkumar Kannan, aged 57, has an interest in 271,448 Amryt
Ordinary Shares following the completion of the Transaction and has
confirmed that other than the information disclosed below, there is
no further information to be disclosed under Rule 17 and paragraph
(g) of Schedule 2 of the AIM Rules for Companies.
Current directorships: Chiasma Inc.
Previous directorships held None
in the last five years:
Roni Mamluk, aged 54, has confirmed that other than the
information disclosed below, there is no further information to be
disclosed under Rule 17 and paragraph (g) of Schedule 2 of the AIM
Rules for Companies.
Current directorships: Chiasma Inc.
Chiasma (Israel) Ltd
Ayala Pharmaceuticals Inc.
Ayala Oncology Israel Ltd.
Previous directorships held None
in the last five years:
Capitalised terms not otherwise defined in this announcement
have the meanings given to them in the Company's circular and
notice of general meeting dated June 28, 2021.
About Amryt
Amryt is a global commercial-stage biopharmaceutical company
focused on acquiring, developing and commercializing innovative
treatments to help improve the lives of patients with rare and
orphan diseases. Amryt comprises a strong and growing portfolio of
commercial and development assets.
Amryt's commercial business comprises three orphan disease
products -- metreleptin (Myalept(R)/ Myalepta(R)); octreotide
(Mycapssa(R)); and lomitapide (Juxtapid(R)/ Lojuxta(R)).
Myalept(R)/Myalepta(R) (metreleptin) is approved in the US
(under the trade name Myalept(R)) as an adjunct to diet as
replacement therapy to treat the complications of leptin deficiency
in patients with congenital or acquired generalized lipodystrophy
(GL) and in the EU (under the trade name Myalepta(R)) as an adjunct
to diet for the treatment of leptin deficiency in patients with
congenital or acquired GL in adults and children two years of age
and above and familial or acquired partial lipodystrophy (PL) in
adults and children 12 years of age and above for whom standard
treatments have failed to achieve adequate metabolic control. For
additional information, please follow this link
https://www.globenewswire.com/Tracker?data=GkRa1DvRjCCF9v3OQ0Cnh-MjvzVbub9hdf0OBnZO_6uejkVpWX8CTPE3Qu7AEHszMlVi-m16LVtY1eQAh2CPMEqYYN02oJ7MLH7nplFKUjgqP9utE8f8Y6ovmOfRxcpFnQq7vXC_1v6Bf1SinZRcJW039VwvSpUYRWXs1uRb6Rk=
.
Mycapssa(R) (octreotide) is approved in the US for long-term
maintenance therapy in acromegaly patients who have responded to
and tolerated treatment with octreotide or lanreotide. Mycapssa(R)
is the first and only oral somatostatin analog approved by the FDA.
Mycapssa(R) has also been submitted to the EMA for regulatory
approval. For additional information, please follow this link
https://www.globenewswire.com/Tracker?data=GkRa1DvRjCCF9v3OQ0Cnh348eXfO7q8z_6WRUy2sYq86vwihotsVv7o_Z7V4uh9g_fiWi8L_W3AaEXEXCGVHnA==
.
Juxtapid(R)/Lojuxta(R) (lomitapide) is approved as an adjunct to
a low-fat diet and other lipid-lowering medicinal products for
adults with the rare cholesterol disorder, Homozygous Familial
Hypercholesterolaemia ("HoFH") in the US, Canada, Colombia,
Argentina and Japan (under the trade name Juxtapid(R)) and in the
EU, Israel and Brazil (under the trade name Lojuxta(R)). For
additional information, please follow this link
https://www.globenewswire.com/Tracker?data=GkRa1DvRjCCF9v3OQ0Cnh5_KjxO4Vy1GASqklAiG4VM_pqAm8mIk1fqju_OBpMCqYdVKvOZxpkiPpU71RYkDoYFQZoolV74uPixzVin-AJE=
.
Amryt's lead development candidate, Oleogel-S10 (Filsuvez(R)) is
a potential treatment for the cutaneous manifestations of
Junctional and Dystrophic Epidermolysis Bullosa ("EB"), a rare and
distressing genetic skin disorder affecting young children and
adults for which there is currently no approved treatment.
Filsuvez(R) has been selected as the brand name for Oleogel-S10.
The product has been submitted to FDA for approval and in June
2021, Amryt received confirmation from the FDA that its NDA for
Oleogel-S10 had been accepted and granted priority review. The FDA
also set a target PDUFA date of November 30, 2021.
Amryt's pre-clinical gene therapy candidate, AP103, offers a
potential treatment for patients with Dystrophic EB, and the
polymer-based delivery platform has the potential to be developed
for the treatment of other genetic disorders.
Amryt also intends to develop oral medications that are
currently only available as injectable therapies through its
Transient Permeability Enhancer (TPE(R) ) technology platform.
For more information on Amryt, including products, please visit
www.amrytpharma.com.
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of retained EU law by virtue of the European Union
(Withdrawal) Act 2018. The person making this notification on
behalf of Amryt is Rory Nealon, CFO/COO and Company Secretary.
Financial Advisors
Shore Capital (Edward Mansfield, Daniel Bush, John More) are
NOMAD and Joint Broker to Amryt in the UK. Stifel (Ben Maddison)
are Joint Broker to the company in the UK.
Forward-Looking Statements
This announcement may contain forward-looking statements and the
words "expect", "anticipate", "intends", "plan", "estimate", "aim",
"forecast", "project" and similar expressions (or their negative)
identify certain of these forward-looking statements. The
forward-looking statements in this announcement are based on
numerous assumptions and Amryt's present and future business
strategies and the environment in which Amryt expects to operate in
the future. Forward-looking statements involve inherent known and
unknown risks, uncertainties and contingencies because they relate
to events and depend on circumstances that may or may not occur in
the future and may cause the actual results, performance or
achievements to be materially different from those expressed or
implied by such forward-looking statements. These statements are
not guarantees of future performance or the ability to identify and
consummate investments. Many of these risks and uncertainties
relate to factors that are beyond Amryt's ability to control or
estimate precisely, such as future market conditions, the course of
the COVID-19 pandemic, currency fluctuations, the behaviour of
other market participants, the outcome of clinical trials, the
actions of regulators and other factors such as Amryt's ability to
obtain financing, changes in the political, social and regulatory
framework in which Amryt operates or in economic, technological or
consumer trends or conditions. Past performance should not be taken
as an indication or guarantee of future results, and no
representation or warranty, express or implied, is made regarding
future performance. No person is under any obligation to update or
keep current the information contained in this announcement or to
provide the recipient of it with access to any additional relevant
information that may arise in connection with it. Such
forward-looking statements reflect the Company's current beliefs
and assumptions and are based on information currently available to
management.
Contacts
Joe Wiley, CEO / Rory Nealon, CFO/COO, +353 (1) 518 0200,
ir@amrytpharma.com
https://www.globenewswire.com/Tracker?data=NZhAeRfb7-7_e6T8NT_1JxajqPsCd2s0Bg0B3_9Bl8PBixTz7_66rDz2smpA3m2n3IotKVIdYHLQMg5MrVpFhJJsAs6jMWNLc09w9r7mrd4=
Edward Mansfield, Shore Capital, NOMAD, +44 (0) 207 468 7906,
edward.mansfield@shorecap.co.uk
Tim McCarthy, LifeSci Advisors, LLC, +1 (212) 915 2564,
tim@lifesciadvisors.com
Amber Fennell, Consilium Strategic Communications, +44 (0) 203
709 5700, fennell@consilium-comms.com
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(END) Dow Jones Newswires
August 05, 2021 10:50 ET (14:50 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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