Full Press Release Details
Celsus Therapeutics and Volution Immuno Pharmaceuticals
Announce $75 Million Private Placement
NEW YORK and LONDON, August 18, 2015 (GLOBE NEWSWIRE) -
Celsus Therapeutics Plc (NASDAQ: CLTX) and Volution Immuno Pharmaceuticals SA today announced that Celsus has entered into a securities
purchase agreement for a private placement with a select group of investors, led by Deerfield, and including Venrock, Vivo Capital,
Foresite Capital, New Enterprise Associates, QVT Financial, RA Capital Management and certain other institutional investors.
The closing of the private placement is subject to Celsus obtaining
shareholder approval of the financing transaction and the previously announced acquisition by Celsus of Volution Immuno Pharmaceuticals
at Celsus's General Shareholder Meeting on September 16, 2015, the closing of the acquisition and satisfaction of customary
closing conditions. Following the closing of the acquisition, the combined company will be renamed Akari Therapeutics Plc, and
the company expects to trade on the NASDAQ Capital Market under the ticker symbol AKTX'.
Upon the closing of the private placement, Akari expects to
receive net proceeds of approximately $70 million from the sale of ordinary shares, to be represented by American Depository Shares
(ADSs). Based on yesterday's closing bid price on NASDAQ of $0.61 per ADS, assuming an aggregate of 949,410,450 fully-diluted
shares following the closing of the acquisition, the purchase price of the financing would be equal to $1.58 per the currently
trading ADS (or $0.158 per ordinary share), representing a 159% premium to yesterday's closing bid price. The actual purchase
price per ADS upon closing is subject to adjustment based on the closing bid price on NASDAQ on the closing date of the acquisition
which will affect the number of fully diluted ordinary shares. Currently, each ADS represents 10 ordinary shares. As of September
17, 2015, the ADS ratio will adjust, such that each ADS will represent 100 ordinary shares. The ADSs to be purchased by the investors
in the financing will each represent 100 ordinary shares.
As previously announced on July 13, 2015, on a pro forma basis,
prior to giving effect to the private placement, and based upon the number of ordinary shares of Celsus to be issued in the acquisition
of Volution Immuno Pharmaceuticals, current Celsus security holders will own approximately 8.32% and current Volution Immuno Pharmaceutical
SA security holders will own approximately 91.68% of the combined company on a fully diluted basis. The private placement values
the combined entity at $150 million on a fully diluted basis prior to the completion of the private placement. The private placement
is expected to close on or about September 18, 2015.
Akari plans to use the anticipated net proceeds from the private
placement for clinical development of Coversin, Akari's lead molecule, and for working capital and general corporate purposes.
Coversin is a C5 inhibitor under development to treat complement-related disorders in several therapeutic areas, including hematology,
nephrology, and neurology.
Citigroup Global Markets Inc. and MTS Securities, LLC acted
as placement agents for the private placement.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
The securities to be sold in the private placement have not
been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United
States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration
requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the ADSs (and the underlying
ordinary shares) sold in the private placement.
On July 10, 2015, Celsus entered into a Share Exchange Agreement
with RPC Pharma Limited, pursuant to which privately-held Volution Immuno Pharmaceuticals will become a wholly-owned subsidiary
of Celsus. The combined company will focus on development and commercialization of life-transforming treatments for a range of
rare and orphan autoimmune and inflammatory diseases caused by dysregulation of complement C5, including paroxysmal nocturnal hemoglobinuria
(PNH) and atypical Hemolytic Uremic Syndrome (aHUS). Upon closing of the transaction, Celsus expects to be renamed Akari Therapeutics
Plc. Coversin is a recombinant small protein derived from a protein discovered in the saliva of the Ornithodoros moubata tick,
where it plays an important role in modulating the host immune system to allow the parasite to feed without alerting the host to
its presence or provoking an immune response. Coversin is under development to treat complement-C5 disorders in several therapeutic
areas, including hematology, nephrology, and neurology. Coversin, at 17 kDa, is much smaller than an antibody and can be self-administered
by subcutaneous injection, which we believe should provide considerable patient benefit over the current standard of care in several
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed
business combination transaction and other contemplated transactions (including statements relating to satisfaction of the conditions
to and consummation of the proposed transaction, the expected ownership of the combined company and plans with respect to financing
for the combined company) constitute "forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act and are usually identified by the use of words such as "anticipates,"
"believes," "estimates," "expects," "intends," "may," "plans," "projects,"
"seeks," "should," "will," and variations of such words or similar expressions. We intend these forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor
provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and
prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that
our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements
are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore,
actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of
risks and factors that are beyond our control.
Risks and uncertainties for Celsus and Volution and of the combined
company include, but are not limited to: inability to complete the proposed business combination transaction or the financing;
liquidity and trading market for ADSs prior to and following the consummation of the proposed business combination transaction
and the financing; costs and potential litigation associated with the proposed transaction; an inability or delay in obtaining
required regulatory approvals for Coversin and any other product candidates, which may result in unexpected cost expenditures;
risks inherent in drug development in general; uncertainties in obtaining successful clinical results for Coversin and any other
product candidates and unexpected costs that may result therefrom; failure to realize any value of Coversin and any other product
candidates developed and being developed in light of inherent risks and difficulties involved in successfully bringing product
candidates to market; inability to develop new product candidates and support existing products; the approval by the FDA and EMA
and any other similar foreign regulatory authorities of other competing or superior products brought to market; risks resulting
from unforeseen side effects; risk that the market for the combined company's products may not be as large as expected; inability
to obtain, maintain and enforce patents and other intellectual property rights or the unexpected costs associated with such enforcement
or litigation; inability to obtain and maintain commercial manufacturing arrangements with third party manufacturers or establish
commercial scale manufacturing capabilities; unexpected cost increases and pricing pressures; failure to obtain the necessary shareholder
approvals or to satisfy other conditions to the closing of the proposed transactions; uncertainties of cash flows and inability
to meet working capital needs; cost reductions that may not result in anticipated level of cost savings or cost reductions prior
to or after the consummation of the proposed transactions; and risks associated with the possible failure to realize certain benefits
of the proposed transactions, including future financial, tax, accounting treatment, and operating results. Many of these factors
that will determine actual results are beyond Celsus's, Volution's, or the combined company's ability to control or predict.
For a discussion of the factors that may cause Celsus, Volution
or the combined organization's actual results, performance or achievements to differ materially from any future results,
performance or achievements expressed or implied in such forward-looking statements, or for a discussion of risks associated with
the ability of Celsus and Volution to complete the acquisition and the effect of the acquisition on the business of Celsus, Volution
and the combined organization, see "Risk Factors" beginning on page 13 of the definitive proxy statement and in other
filings that Celsus makes and will make with the SEC in connection with the proposed transactions. Existing and prospective investors
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The statements
made in this press release speak only as of the date stated herein, and subsequent events and developments may cause our expectations
and beliefs to change. Unless otherwise required by applicable securities laws, we do not intend, nor do we undertake any obligation,
to update or revise any forward-looking statements contained in this news release to reflect subsequent information, events, results
or circumstances or otherwise. While we may elect to update these forward-looking statements publicly at some point in the future,
we specifically disclaim any obligation to do so, whether as a result of new information, future events or otherwise, except as
Important Information and Where to Find It
Celsus filed the definitive proxy statement and other relevant
documents with the SEC in connection with the solicitation of proxies for the General Meeting and mailed the definitive proxy statement