Trillium Acquires Fluorinov
News Jan 28, 2016
Fluorinov has developed a proprietary medicinal chemistry platform using unique fluorine chemistry, which permits the creation of new chemical entities from validated drugs and drug candidates with improved pharmacological properties, potentially leading to increased safety and efficacy.
“The acquisition of Fluorinov is transformative and adds several new dimensions to Trillium, including a risk-reduced internal drug discovery engine, a series of established preclinical oncology programs, and new business development and collaboration opportunities,” commented Dr. Niclas Stiernholm, Trillium’s Chief Executive Officer. “The future of cancer treatment is most likely going to be dominated by combination therapies, and we believe that this will often involve combining large and small molecules. This is why we chose to acquire our own small molecule platform that can provide us with a great variety of drug candidates. Having capabilities in both large and small molecule drug development provides us with more flexibility, and makes us better prepared for the future.”
Fluorinov’s most advanced preclinical oncology programs include potent, orally-available, bromodomain and proteasome inhibitors, as well as epidermal growth factor receptor antagonists with increased uptake in the brain, all of which have been differentiated from competitors and have potential for best-in-class status. In addition, a number of compounds directed at undisclosed immuno-oncology targets are currently in the discovery phase. With this acquisition Trillium is well positioned to internally investigate a variety of combination therapies with targeted oral small molecule drugs and large molecule immunotherapies.
“There’s no question that Trillium’s highest priority is to execute on our clinical CD47 program. However, acquiring a discovery engine with a demonstrated ability to generate high quality preclinical development candidates will significantly enhance our oncology pipeline,” commented Trillium’s Chief Scientific Officer, Dr. Bob Uger. “Our current plan is to advance one, or possibly two, of Fluorinov’s existing preclinical programs through the IND-enabling phase using our internal development group, while at the same time focusing our new chemistry group on several of the existing immuno-oncology discovery programs. Importantly, this strategy does not engage or dilute the efforts of our CD47- focused clinical team, does not dramatically impact our burn rate and future financing plans, and may provide opportunities for future partnerships and collaborations.”
Under the terms of the agreements, Trillium has agreed to acquire all of the outstanding shares of Fluorinov for an upfront payment of C$10 million in cash (~US$7 million), plus up to C$35 million (~US$25 million) of additional future payments that are contingent on Trillium achieving certain clinical and regulatory milestones with an existing Fluorinov compound. Trillium will also have an obligation to make low to mid single digit royalty payments on future sales of such compounds. The upfront payment will be subject to adjustment based on the net working capital of Fluorinov and other adjustments at the time of closing. At Trillium’s discretion, up to 50% of the future contingent payments can be satisfied through the issuance of common shares of Trillium (“Common Shares”), provided that the aggregate number of Common Shares issuable under such payments will not exceed 1,558,447 common shares (or 19.99% of the current outstanding Common Shares) unless shareholder approval has first been obtained. In addition, any such future share issuance remains subject to final approval from Trillium’s board of directors and receipt of any requisite approvals under the applicable rules of the Toronto Stock Exchange (“TSX”) and the NASDAQ Stock Market (“NASDAQ”).
“While we have had several third party proposals for individual Fluorinov programs in the past, the choice to merge with Trillium and join their leadership team was an easy one. The recent success with their lead program targeting CD47, and their emerging reputation as Canada’s leading immuno-oncology company made this a perfect fit for Fluorinov,” added Dr. Malik Slassi, Fluorinov’s founder, President and Chief Executive Officer. “I look forward to combining our proprietary chemistry expertise with Trillium’s well-established biology and immunology capabilities under one roof.”