Signature of a Memorandum of Understanding with Perfect Holding SA
Aug 17, 2021 4:05 PM
Basel, Switzerland, August 17, 2021. Kinarus AG ("Kinarus") and Perfect Holding SA (“Perfect Holding”; SIX: PRFN) announced today that the two companies have signed on August 16, 2021 a non-binding Memorandum of Understanding (“MoU”) regarding Perfect Holding’s envisaged acquisition of Kinarus by way of a share exchange.
The transaction contemplated by the MoU is an issuance of new shares by Perfect Holding to the shareholders of Kinarus in exchange for the contribution in kind by such shareholders to Perfect Holding of all or a qualified majority of the shares in Kinarus. This transaction would enable the Perfect Holding Group to enter the pharmaceutical sector, which offers much more growth potential than the current business activities of the Group.
In view of the respective valuations of Perfect Holding and Kinarus which are currently being reviewed and confirmed, such transaction (designated as a “reverse take-over” or “RTO”) would naturally result in a dilution of the shareholding of the existing shareholders of Perfect Holding. Perfect Holding (SIX: PRFN) is a publicly listed group on the SIX Swiss Exchange and will prepare, in accordance with applicable regulations, a prospectus for the issuance of such new shares in view of their planned listing on SIX Swiss Exchange.
The implementation of the transaction is subject to conditions, including finalisation of the ongoing valuation and contract negotiations, satisfactory completion of other pre-transaction legal, administrative and regulatory steps, successful completion of a pre-RTO funding round at Kinarus to ensure the funding of its development projects, and approval of the envisaged transaction by shareholders of both companies.
The Board of directors of Kinarus and of Perfect Holding plan to present this very interesting project for approval to its respective shareholders in the coming months.
Kinarus AG is a a privately owned clinical-stage pharmaceutical company formed in Basel, Switzerland, in 2017. Managed by experienced healthcare executives, Kinarus is focused on bringing novel treatments to patients suffering from serious viral, respiratory and ophthalmic diseases. The company’s unique and innovative combinatorial therapeutic candidate KIN001 has the potential to transform numerous therapeutic areas such as Covid-19 (currently in phase 2 clinical trials), age-related macular degeneration (wet AMD) and idiopathic pulmonary fibrosis (IPF).
For more information, please visit the company’s website at www.kinarus.com.
Tel: +41 61 633 2971
Perfect Holding SA
Tel: +41 21 552 6016
Avenue de Florimont 3
This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Kinarus AG. This publication may contain certain forward-looking statements and assessments or intentions concerning the company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the company to be materially different from those expressed or implied by such statements. Readers should therefore not place reliance on these statements, particularly not in connection with any contract or investment decision. The company disclaims any obligation to update these forward-looking statements, assessments or intentions.