AmpliPhi to combine with Special Phage Services to create anti-infective company focused on bacteriophage-based therapies

13-Sep-2012 - USA

AmpliPhi Biosciences Corporation announced that it has offered to acquire Special Phage Services (“SPS”). The combination of the two companies would result in the creation of a leading anti-infective company focused on developing phage-based therapies to combat the growing threat of antibiotic-resistant infection.

In a share exchange transaction, AmpliPhi Australia Pty Limited, a wholly owned subsidiary of US-based AmpliPhi, has offered to acquire Sydney-based Special Phage Holdings Pty Ltd, the holding company of SPS. Under the terms of the acquisition AmpliPhi has offered up to 40 million shares of its common stock in exchange for 100% of the fully diluted share capital of SPH (approximately 22.7 million shares outstanding as of September 7, 2012). 20 million AmpliPhi shares would be held in escrow, 8 million to satisfy potential warranty claims by Ampliphi under the transaction documents and the remaining 12 million shares to be held pending completion of certain milestones. Upon completion of the transaction, if all shares held in escrow are released the former shareholders of SPH (on a fully diluted basis) would hold up to approximately 47% of outstanding Ampliphi shares (based on Ampliphi’s approximately 44.9 million shares outstanding on August 27, 2012). Completion of the share exchange acquisition of SPH by Ampliphi is subject to standard conditions, including, without limitation, acceptance of Ampliphi’s offer by a sufficient number of SPH shareholders, completion of regulatory approvals and execution of certain ancillary agreements.

Phil Young, AmpliPhi President and CEO said, “The combination of AmpliPhi with SPH would result in the creation of the first global phage therapy company covering the United States, Europe, and the Asia-Pacific regions. Ampliphi and SPH each have complementary technologies and pipelines backed by a truly stellar team of internationally-recognized phage scientists. The combined companies would possess an unmatched pipeline of innovative developmental phage therapies. , Our initial post-acquisition focus is expected to be the treatment of bacterial infections that are resistant to conventional antibiotics. Initial targets include: global pandemic strains of Pseudomonas aeruginosa, MRSA (Methicillin Resistant Staphylococcus Aureus), E. coli, Klebsiella and other hospital-related ‘super bugs’.”

https://www.bionity.com/en/news/139647/ampliphi-to-combine-with-special-phage-services-to-create-anti-infective-company-focused-on-bacteriophage-based-therapies.html