EQS-Adhoc: IGEA and Blue Sky Natural Resources to combine businesses
EQS Group-Ad-hoc: IGEA Pharma N.V. / Key word(s): Miscellaneous 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 and Blue Sky Natural Resources to combine businesses Hoofddorp, the Netherlands, 8 August 2020. IGEA Pharma N.V. (SIX: IGPH) today announced the signing of a letter of intent, binding upon the parties in terms, with Blue Sky Natural Resources LTD ("BSNR"), a privately held company specialized in transforming vegetable matrices into innovative and high tech value products for the health, nutraceutical and cosmeceutical industry, to combine the two companies' businesses, subject to the approval by both companies' respective general meetings and certain other closing conditions as detailed below. The transaction is structured through a contribution in-kind by the BSNR shareholders of at least 75% of the BSNR shares into IGEA by subscribing newly issued shares in a dedicated share capital increase of IGEA. The combination will create an EU headquartered and SIX-listed company with an innovative early-stage commercial and a strong development pipeline focusing on health prevention and nutraceutical solutions including hemp, ikuvia and other vegetable matrices extracts from CO2 supercritical technology. Following the Closing, the combined company's headquarter will be in the Netherlands, with development, production and commercialization entities in Italy, Switzerland and in the United States. Key elements of the combined company's strategy include: continue to gain and establish acceptance and market position for health prevention and nutraceutical products and services, leverage commercial capabilities and partnerships and capitalize on the financial leverage and operational synergies to improve return on capital and achieve future profitability. "We are implementing a 'Blue Economy 4.0' center of excellence in the southern part of Switzerland, also getting the support of the local economic promotion agencies. This combination will allow us to leverage IGEA's existing public company infrastructure, involving more stakeholders in the project and helping to increase value creation" said Maurizio Scuotto, CEO and member of the board of BNSR. Vincenzo Moccia, CEO of IGEA "The combination of IGEA and BSNR will substantially contribute to strengthen our management team and financial position and adds complementary assets to our product portfolio and to our product development and commercialization capacity". "With the combination, we will integrate and enhance the scientific know-how and experience existing within the two companies and increase our capacity to develop and commercialize new solutions that can contribute to improve human health. This goal can be achievable in maintaining relevant R&D investments and in keeping up to date our technology standards" said Paolo Polidoro, member of the board of BSNR. Subject to receipt of shareholder approvals and satisfaction of the other closing conditions, the transaction is expected to close by end of 2020. Details of the transaction General meeting approval Conditions to Closing *** 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 IGEA Contacts BSNR Contacts Disclaimer 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: 2020080 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: | [email protected] |
Internet: | www.igeapharma.nl |
ISIN: | NL0012768675 |
Listed: | SIX Swiss Exchange |
EQS News ID: | 1113667 |
End of Announcement | EQS Group News Service |
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1113667 08-Aug-2020 CET/CEST