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Neuren to obtain late-stage compound through Hamilton acquisition
September 2007
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SYDNEY, Australia—Neuren Pharmaceuticals recently announced that it will acquire Hamilton Pharmaceuticals in a transaction that will provide Neuren a late-stage compound with proven human efficacy and add three leading life science investors as shareholders in Neuren.
The acquisition represents a major milestone for Neuren, which the company indicates will position it as a key player in the central nervous system field, specializing in cognitive and psychological effects of CNS injury. Under the binding term sheet, the acquisition is to be implemented using Neuren scrip only, with no cash payment to be made by Neuren. Neuren will acquire 100 percent of Hamilton, whose principal asset is Motiva, in exchange for US$4.4 million in Neuren ordinary shares.
The three major venture capital investors from Hamilton, Vivo Ventures of Palo Alto, Calif.; CNF Investments of Bethesda, Md.; and Index Ventures of Geneva, Switzerland, will become shareholders in Neuren through the transaction.
These companies are leading life sciences investors with funds of more than US$2 billion under combined management. The managers of these funds reportedly have a strong focus and experience in CNS drug development. Upon the closing, Vivo Ventures and CNF Investments will invest US$3 million in Neuren by way of a convertible note which will convert to ordinary shares on the same terms provided to investors in the next major fundraising.
Ongoing operating costs for Hamilton are negligible and Neuren will not be retaining any Hamilton management.
Through the acquisition, Neuren will obtain a Phase IIb compound, Motiva, which is being developed for psychological and cognitive disorders resulting from stroke, traumatic brain injury, Alzheimer's and Parkinson's disease. The compound already has proven human safety and efficacy in 1,700 patients. Exclusive rights to develop and commercialize Motiva intellectual property in the United States and European Union were licensed by Hamilton from Daiichi Pharmaceutical Co. in 2004.
Commenting on the pending acquisition, David Clarke, Neuren's CEO and managing director, said: "This is a major step forward in Neuren's strategic development. It adds an extremely promising compound to our portfolio and, at the same time, significant representation and commitment by world-class life sciences investors. This transaction confirms Neuren's intent to be a significant player in the CNS sector of the global biotechnology industry."
"Neuren clearly brings the capabilities and commitment not only to develop Motiva but also to maximize the value of their promising pipeline," says Robert Flanagan, a managing partner of CNF Investments and board member of Hamilton Pharmaceuticals. "We look forward to a productive and exciting association."
 

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