Kuros Biosciences Ltd. 12.19.16
Kuros Biosciences Ltd. is acquiring Xpand Biotechnology B.V., a privately-held company whose orthobiologic product, MagnetOs was approved for sale in the European Union (EU) in July and is under regulatory review in the United States.
As a result of the acquisition, Kuros accelerates its transition to commercial stage with two products expected to be ready for commercialization in the EU in 2017, one of which may also obtain U.S. approval. The acquisition further provides Kuros with an EU operation in the Netherlands with certified and GMP-controlled manufacturing capabilities. After the acquisition, Kuros has attractive prospects based on a pipeline of products that target several key market opportunities, with a focus on orthobiologics, as well as an EU hub for its clinical and distribution operations.
“We are pleased to be joining forces with Kuros. With the complementary synthetic and biologic technology platforms of Kuros and Xpand, we can proceed to build a leading, commercial stage orthobiologics company,” said Prof. Joost de Brujin, president and CEO of Xpand.
Kuros’ combined pipeline provides near-term commercial opportunities in attractive markets. The company is positioned as a technology leader in both synthetic and biologic bone graft substitutes. Its promising product candidates include:
de Bruijn and Frank-Jan van der Velden, head of business affairs and finance at Xpand, will join Kuros’ executive management team. In addition, van der Velden and Prof. Clemens van Blitterswijk will be proposed to the next annual shareholders’ meeting as new members of Kuros’ Board of Directors. Kuros intends to continue the operations in Bilthoven, taking on all 15 employees, which effectively doubles Kuros’ staff.
“Kuros and Xpand’s products are highly complementary. As a result of the acquisition, we will have leading products in key segments of the orthobiologics field and the opportunity to build an integrated business with promising products on the market and in development,” said Didier Cowling, CEO of Kuros.
Under the terms of the proposed combination, Kuros will issue a total of up to 2.105 million shares for all outstanding Xpand shares. About 1.365 million of these shares will be issued to the sellers immediately upon closing of the transaction. A further 0.74 million shares will be issued upon achievement of certain milestones associated with product approvals. Following closing, the current shareholders of Kuros will own approximately 79 percent of the company’s issued share capital. Provided all milestones are achieved, current Kuros shareholders will own about 71 percent of the combined firm.
All shares needed for the transaction will be issued from Kuros’ authorized share capital.
The companies have undertaken reciprocal due diligence. The Board of Directors and shareholders of Xpand have approved the transaction. Approval from Kuros’ shareholders is not required for the acquisition. Closing of the transaction is expected within the next few weeks and is contingent upon certain conditions, amongst others the issuance of a listing prospectus and the listing of the new Kuros shares on the SIX Swiss Exchange.
Kuros Biosciences Ltd. develops products for tissue repair and regeneration and is located in Schlieren (Zurich), Switzerland.
Xpand Biotechnology BV develops products for bone repair and regeneration that are based on its proprietary surface science technology. The company has R&D, manufacturing and clean room facilities and is located in Bilthoven, The Netherlands.
As a result of the acquisition, Kuros accelerates its transition to commercial stage with two products expected to be ready for commercialization in the EU in 2017, one of which may also obtain U.S. approval. The acquisition further provides Kuros with an EU operation in the Netherlands with certified and GMP-controlled manufacturing capabilities. After the acquisition, Kuros has attractive prospects based on a pipeline of products that target several key market opportunities, with a focus on orthobiologics, as well as an EU hub for its clinical and distribution operations.
“We are pleased to be joining forces with Kuros. With the complementary synthetic and biologic technology platforms of Kuros and Xpand, we can proceed to build a leading, commercial stage orthobiologics company,” said Prof. Joost de Brujin, president and CEO of Xpand.
Kuros’ combined pipeline provides near-term commercial opportunities in attractive markets. The company is positioned as a technology leader in both synthetic and biologic bone graft substitutes. Its promising product candidates include:
- MagnetOs, an orthobiologic. A putty formulation of the product is currently in development.
- Neuroseal (KUR-023), a biomaterial designed for dural sealing is being submitted for CE mark with market launch planned for 2017.
- KUR-111 and KUR-113, two orthobiologic products, have been successfully tested in large, controlled Phase 2b clinical trials. Further development continues as planned.
de Bruijn and Frank-Jan van der Velden, head of business affairs and finance at Xpand, will join Kuros’ executive management team. In addition, van der Velden and Prof. Clemens van Blitterswijk will be proposed to the next annual shareholders’ meeting as new members of Kuros’ Board of Directors. Kuros intends to continue the operations in Bilthoven, taking on all 15 employees, which effectively doubles Kuros’ staff.
“Kuros and Xpand’s products are highly complementary. As a result of the acquisition, we will have leading products in key segments of the orthobiologics field and the opportunity to build an integrated business with promising products on the market and in development,” said Didier Cowling, CEO of Kuros.
Under the terms of the proposed combination, Kuros will issue a total of up to 2.105 million shares for all outstanding Xpand shares. About 1.365 million of these shares will be issued to the sellers immediately upon closing of the transaction. A further 0.74 million shares will be issued upon achievement of certain milestones associated with product approvals. Following closing, the current shareholders of Kuros will own approximately 79 percent of the company’s issued share capital. Provided all milestones are achieved, current Kuros shareholders will own about 71 percent of the combined firm.
All shares needed for the transaction will be issued from Kuros’ authorized share capital.
The companies have undertaken reciprocal due diligence. The Board of Directors and shareholders of Xpand have approved the transaction. Approval from Kuros’ shareholders is not required for the acquisition. Closing of the transaction is expected within the next few weeks and is contingent upon certain conditions, amongst others the issuance of a listing prospectus and the listing of the new Kuros shares on the SIX Swiss Exchange.
Kuros Biosciences Ltd. develops products for tissue repair and regeneration and is located in Schlieren (Zurich), Switzerland.
Xpand Biotechnology BV develops products for bone repair and regeneration that are based on its proprietary surface science technology. The company has R&D, manufacturing and clean room facilities and is located in Bilthoven, The Netherlands.