Australian-based Benitec Biopharma has announced the execution of an agreement to acquire the US-based RNA interference (RNAi) therapeutics company Tacere Therapeutics, Inc. (Tacere).
Tacere is a privately held drug development company with a Phase I/II ready program in hepatitis C (HCV) that utilizes Benitec Biopharma’s novel gene silencing technology called DNA-directed RNA interference (ddRNAi).
The acquisition of Tacere is to be completed on favourable commercial terms reflecting Benitec Biopharma's unique understanding of the assets and original licensing agreement covering the use of its ddRNAi technology.
Benitec Biopharma will acquire Tacere's extensive HCV program data and materials, as well as an advanced preclinical program for the eye disease macular degeneration, which also utilizes the Company’s ddRNAi technology.
The closing consideration for the acquisition will be non-cash in the form of an issue of 102,321,345 new shares in Benitec Biopharma for just under USD1.5 million, plus a potential cash royalty on future licensing revenue received calculated as follows: 35 per cent if the license is entered into prior to commencement of a Phase II clinical study; or 15 per cent prior to commencement of a Phase III clinical study; or 5 per cent if prior to the submission of a Biologic License Application to the US Food and Drug Administration or 2.5 per cent if after Biologic License Application submission.
The new shares will represent 9.5% of the issued capital and will be fully paid ordinary shares ranking equally with existing listed shares.
The share issue will be made within Benitec Biopharma’s 15% annual placement capacity under ASX Listing Rule 7.1 and will not require shareholder approval.
Subject to any requirements imposed by the ASX, the vendors have voluntarily agreed that 75% of the shares issuable in the transaction will be held subject to escrow for 12 months.
Completion of the acquisition is expected within the next two weeks and is subject to standard closing conditions, including execution of certain ancillary agreements.
The Company is pleased to advise that Tacere's Director of R&D, Dr David Suhy, will be joining Benitec Biopharma in the new role of Senior Vice President R&D.
Commenting on the acquisition, Benitec Biopharma CEO Dr Peter French said: "We are delighted to announce the acquisition of Tacere and its lead compound TT-034 for HCV. We see the benefits of this transaction as two-fold. Tacere has been successfully developing programs utilizing Benitec's proprietary ddRNAi technology since 2006, and it now makes sense to bring these assets in-house to complement and strengthen our pipeline as we move into clinical development.
“We believe the preclinical data and safety profile of TT-034 positions the Company to commence clinical trials in hepatitis C at a time when a number of high profile HCV therapies such as nucleotide polymerase inhibitor are encountering safety concerns. The Tacere program provides us with the opportunity to commence Phase I/II clinical trials in mid-2013,” Mr French said.