Kinarus Announces Signing of a Transaction Agreement with Perfect Holding
Basel, Switzerland, March 30, 2022.b> Kinarus AG (“Kinarus”) today announced the signing of a Transaction Agreement with Perfect Holding SA (SIX: PRFN; “Perfect Holding”) regarding Perfect Holding’s planned acquisition of Kinarus by way of a share exchange.
The transaction contemplated by this agreement is the acquisition of all, or a qualified majority of the shares in Kinarus, by way of the issuance of new shares in Perfect Holding to the shareholders of Kinarus against contribution, in kind, of the shares in Kinarus in a capital increase of Perfect Holding.
New shares in Perfect Holding shall be issued in exchange for each share in Kinarus on the basis of an exchange ratio of approx. 5.7 to 1. This exchange ratio was agreed between the parties after completion of the respective due diligences and the issuance of a dedicated valuation report ("fairness opinion") by an independent expert, confirming the fairness of the agreed exchange ratio. As a result, 153 new shares in Perfect Holding will be issued in exchange for each existing share in Kinarus. Perfect Holding is preparing, in accordance with applicable regulation, a prospectus for the issuance of such new shares in view of their planned listing on SIX Swiss Exchange.
This transaction will enable Kinarus to become a publicly traded company on SIX Swiss Exchange, allowing Kinarus access to capital markets and expanding the investor base of the company. The transaction allows Perfect Holding to enter the biopharmaceutical sector which offers a higher growth potential than the prior business activities of the Group.
Kinarus (www.kinarus.com) is a privately owned clinical-stage biopharmaceutical company founded in Basel, Switzerland in 2017. Managed by experienced pharmaceutical executives, Kinarus is focused on developing novel treatments for patients suffering from serious viral, respiratory, and ophthalmic diseases. The company’s unique and innovative combination therapeutic candidate, KIN001, has the potential to address multiple therapeutic indications such as COVID-19 (currently in Phase 2 clinical trials), wet age-related macular degeneration (wet AMD) and idiopathic pulmonary fibrosis (IPF).
The closing of the transaction is subject to the fulfilment of specific conditions, including the approval by SIX Swiss Exchange of the listing of the new shares to be issued to the shareholders of Kinarus, and the approval of the envisaged transaction by the shareholders of both companies. Upon successful closing of the transaction, the name of Perfect Holding will change to Kinarus Therapeutics Holding AG.
For more information, please visit the company’s website at www.kinarus.com.
Tel: +41 61 633 2971
THIS PRESS RELEASE DOES NEITHER CONSTITUTE AN OFFER TO SELL NOR AN INTIMATION TO SUBMIT A PROPOSAL FOR THE ACQUISITION OF SECURITIES OF KINARUS AG OR PERFECT HOLDING SA. THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS PRESS RELEASE.