RCS - IGEA Pharma N.V. - Update on business combination

PostNL NVAnnouncement

15/02/2021 08:05

RNS Number : 0712P
  
IGEA Pharma N.V.
  
15 February 2021
  
 




IGEA Pharma N.V. / Key word(s): Miscellaneous

IGEA to update on business combination



15-Feb-2021

Release of an ad hoc announcement pursuant to Art. 53 KR

The issuer is solely responsible for the content of this announcement.
 
FOR RELEASE IN SWITZERLAND - THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS COMMUNICATION IS PROHIBITED. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
IGEA to update on business combination
Hoofddorp, the Netherlands,15 February 2021. IGEA Pharma N.V. (SIX: IGPH) today announced an update on the business combination with Blue Sky Natural Resources LTD ("BSNR") disclosed for the first time on 8 August 2020.
Closing of the transaction

Subject to receipt of shareholders approvals and satisfaction of certain other conditions customary for a transaction of this type, the closing of the combination is expected within end of April 2021 at the latest. The previously disclosed closing deadline could not be maintained due to the overall lockdowns that slowed down the process.
Post -closing ownership allocation

PKF Italy has been mandated with an independent valuation of BSNR that will form the basis for determining the number of newly issued IGEA shares to be offered and subscribed for by the BSNR shareholders against contribution in-kind of their BSNR shares at the closing of the transaction. The PKF valuation report is expected within end of February 2021.
General meeting approval

All required information is expected to be available in the appropriate form beginning of March 2021 at the latest, following which the parties will seek for approval by their respective general meeting. The extraordinary general meeting of IGEA is expected to be scheduled within April 2021.
The combination will create an EU headquartered and SIX-listed company specialized in high quality cannabidiol (CBD), terpenes, policosanol and plant sterols extraction using supercritical CO2 technology with elevated supply chain standards on raw materials features, titration, pollutants control, and bioavailability for health prevention, pharma, nutraceutical and cosmeceutical solutions.
Prof. Antonello Sannia, Chairman of the Scientific Advisory Board of BSNR "Our hemp flower oleolite is very rich in CBD, with a THC concentration well within limits. The therapeutic potential of CDB is well established, in particular with regard to its anxiolytic, antipsychotic and pain-relieving properties. It also presents anti-inflammatory, antioxidant and neuroprotective effects and has a proved usefulness in various health issues including Alzheimer's disease, Parkinson's disease, anxiety-depressive syndrome, cerebral ischemia, rheumatoid arthritis, and many other inflammatory diseases".
"We are strongly committed to close this combination to create one of the leading European players in the CBD industry, with the confidence of a favorable market momentum that supports our strategy. Thanks to this combination, we will enforce our product development and commercial capabilities, also leveraging on the synergies with the Alzheimer's prevention set started by IGEA. We are confident that their team will perfectly complement our capabilities" said Maurizio Scuotto, CEO and board member of BSNR.
Vincenzo Moccia, CEO of IGEA "We engaged strongly in this combination because we believe in synergies and advantages for both parties and all stakeholders. The positive expectation boosts our commitment".

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About IGEA

IGEA Pharma N.V. focuses on health-tech and med-tech products and devices. Health-tech products are exclusively preventative. IGEA commercializes an Alzheimer's prevention set (which includes 'Alz1', an at-home lab test kit to measure non-bound copper in the blood and a natural dietary supplement branded 'Alz1 Tab' designed to reduce blood heavy metals content) and expects to integrate the non-bound copper detection-based pipeline with a diabetes type II prevention set in 2021. Non-bound copper is an expected Alzheimer's and diabetes type II associated biomarker. Controlling non-bound copper can contribute to reduce the risk of Alzheimer's and diabetes type II. IGEA furthermore commercializes a COVID19 rapid test for the detection of IgM and IgG SARS-CoV-2 related antibodies. Med-tech products focuses on selected solutions and specialties. IGEA commercializes dry aerosol generators for air and inanimate environmental surfaces sanitization and sterilization and air purification devices.
IGEA is listed on the SIX Swiss Exchange (ticker IGPH) and is headquartered in Hoofddorp, the Netherlands. Find out more at www.igeapharma.nl
About BSNR

Blue Sky Natural Resources LTD is a privately held limited liability company incorporated under UK law specialized in transforming vegetable matrices into innovative and high-tech value products aimed at serving the health, pharma, nutraceutical and cosmeceutical industry.
IGEA Contacts

Vincenzo Moccia, CEO, +39 340 583 09 33, moccia@igeapharma.com

Patrick Pozzorini, CFO, +41 79 314 41 43, pozzorini@igeapharma.com
BSNR Contacts

Maurizio Scuotto, CEO, +41 91 966 49 30, maurizio.scuotto@blueskynr.co.uk
Disclaimer

This document does neither constitute an offer to buy or to subscribe for securities of IGEA Pharma N.V. nor a prospectus within the meaning of applicable Swiss laws and regulations or the SIX Swiss Exchange Listing Rules. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of IGEA Pharma N.V. solely based on the official prospectus (the "Prospectus") to be published by IGEA Pharma N.V. in due course. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
This publication may contain specific forward-looking statements, e.g., statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development, or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. IGEA Pharma N.V. assumes no responsibility to update forward looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. IGEA Pharma N.V.'s shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the IGEA Pharma N.V. shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This document does not constitute an offer of securities to the public of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offer of securities referred to in this document to persons in the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") as implemented in member states of the EEA, from the requirement to produce a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state that has implemented the Prospectus Regulation is only addressed to qualified investors in that member state within the meaning of the Prospectus Regulation and such other persons as this document may be addressed on legal grounds. For the purposes of this paragraph, the expression an "offer to the public" in relation to any securities in any member state means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities.


Additional features:





File: 20210215 igea nv_press release
 
End of ad hoc announcement
 







Language:


English




Company:


IGEA Pharma N.V.








Siriusdreef 17








2123 WT Hoofddorp








Netherlands




Phone:


+31 23 568 9494




E-mail:


info@igearesearch.com




Internet:


www.igeapharma.nl




ISIN:


NL0012768675




Listed:


SIX Swiss Exchange




EQS News ID:


1168149



 











End of Announcement


EQS Group News Service



 

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