STOCKHOLM, March 29, 2019 /PRNewswire/ -- Moberg Pharma
AB (publ) ("Moberg Pharma" or the "Company") has today completed
the divestment of its OTC-business (over-the-counter) to RoundTable
Healthcare Partners and Signet Healthcare Partners (the
"Purchaser") for USD 155 million.
After the divestment, Moberg Pharma's remaining business consists
of the development and commercialisation of new pharmaceutical
products. The transaction enables Moberg Pharma to further focus
resources on the pipeline program (MOB-015 in particular) and
distribute significant value to its shareholders. The Company
intends to use the cash consideration to redeem its outstanding
bonds and to distribute approximately SEK 43–45 per ordinary share
to its shareholders. In addition, the Purchaser has provided
financing to the Company's remaining business amounting to
USD 5 million. The combined value of
the transaction equals approximately SEK 78–80 per share, based
upon the expected distribution and the Purchaser's subscription in
the Company.
"We are excited about this opportunity – being able to offer
our shareholders a significant distribution while retaining the
considerable upside of the fully funded MOB-015 program. The
transaction enables us to increase the focus on making MOB-015 the
future market leader in onychomycosis. I would also like to thank
the OTC team for their exceptional contributions to Moberg Pharma
over the past years and wish them continued success", says
Peter Wolpert, Moberg Pharma's
CEO.
The transaction, announced on February
12th 2019, was carried out as a sale of all shares in MPJ
OTC AB and all units in Moberg Pharma North America LLC – which
together held Moberg Pharma's entire Global Consumer Health
Business comprising both direct and distributor sales under the OTC
brands Kerasal®, Kerasal Nail®, New Skin®, Dermoplast®, Domeboro®,
Emtrix® and Zanmira®, including all assets and liabilities related
to such business (the "OTC-business").
The completion of the transaction was conditional upon inter
alia the approval at a general meeting in Moberg Pharma and the
waiting period under the HSR Act being terminated or having
expired. All conditions for finalising the transaction
have now been fulfilled and the transaction has today been
completed.
The OTC-business was divested for a cash consideration of
USD 155 million (equivalent of
SEK 1.43 billion [1]) adjusted for working capital, resulting
in a capital gain of approximately SEK 500
million and multiples of 3.3x sales, as well as 14.1x EBITDA
and 11.6x EBITDA for commercial operations. The Company intends to
use the cash consideration inter alia to redeem its
outstanding bonds and to distribute approximately SEK 43–45 per
ordinary share to its shareholders (the "OTC-dividend"). The
MOB-015 phase 3 program is fully funded through retained cash and
licensing revenues.
As part of the transaction, the Purchaser has subscribed and
paid for 660,843 series B shares in the Company at a price of
SEK 35.16 per share (without any
right to the OTC-dividend), entailing an increase of the total
number of shares in the Company from 17,703,762 to 18,364,605
shares in total after the issue has been completed. The Company has
also issued 659,421 warrants without consideration, each of which
gives the Purchaser a right to subscribe for one ordinary share in
the Company at a subscription price of SEK
35.16 per share. Neither the newly issued series B shares
nor the warrants or any shares subscribed for by exercising the
warrants will entitle to the OTC-dividend and the warrants will not
be exercisable until the OTC-dividend has been paid. After payment
of the OTC-dividend, the series B shares will be converted into
ordinary shares in the Company. Moreover, the Purchaser has
provided a loan to the Company amounting to USD 2.5 million
(equivalent of approximately SEK 23
million), for the purpose of financing the Company's
remaining business.
The Extraordinary General Meeting, held on March 15th, 2019, elected Andrew B. Hochman as ordinary member of the
Board of Directors until the end of the next Annual General
Meeting, conditional on and with effect from closing of the
transaction. As a result of the completed transaction, the election
has entered into effect.
After the divestment of the OTC-business, the Company's
remaining business consists of the development and
commercialisation of new pharmaceutical products, including its
late-stage clinical developments MOB-015 (onychomycosis) and BUPI
(pain management in oral mucositis). As a consequence of the
completed divestment of the OTC-business, Jeff Vernimb and Gunilla Wengström are as of
today no longer members of the management team of Moberg
Pharma.
References:
[1] Based on a USD/SEK exchange rate of 9.23, being the exchange
rate applicable to the Company as a result of a hedging arrangement
entered into by the Company at signing of the
transaction.
For additional information, please
contact:
Peter
Wolpert, CEO, phone: Sweden: +46 707 35 7135, US:
+1 908 432 2203,
e-mail: peter.wolpert@mobergpharma.se
Anna Ljung, CFO, phone: +46 707
66 6030, e-mail: anna.ljung@mobergpharma.se
About this
information
This information is information that Moberg Pharma AB
(publ) is obliged to make public pursuant to the EU Market Abuse
Regulation. The information was submitted for publication, through
the contact persons set out above, at 22.00 CET on
March 29th, 2019.
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Moberg Pharma
completes the divestment of the OTC-business for USD 155
million
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