Nuvo Research to increase ownership in Nuvo Research AG to 100 percent
December 5, 2011
MISSISSAUGA, ON, Dec. 5, 2011 /CNW/ - Nuvo Research Inc. (TSX: NRI), a specialty pharmaceutical company dedicated to building a portfolio of products for the topical treatment of pain and the development of its immune modulating drug candidate WF10, today announced it has entered into a binding agreement with Dr. Friedrich-Wilhelm Kuehne to acquire his 40% minority interest in Nuvo Research AG (AG). Upon completion of the transaction, which is expected to close in early December, Nuvo Research Inc. (Nuvo) will own 100% of the outstanding shares of AG. AG owns all of the rights, including intellectual property rights, to WF10 and a manufacturing facility located in Wanzleben, Germany. As consideration for the sale of his AG shares, Dr. Kuehne will receive:
- 30.3 million Nuvo shares representing an agreed price of US $1.7 million; and,
- 1.6 million Nuvo shares representing repayment of a loan from Dr. Kuehne to AG in the amount of 68,000 euros
Dr. Kuehne will retain his right to receive 6% of monies received by Nuvo from the out-licensing of WF10 and will also receive 6% of monies received by Nuvo when it sells its interest in AG. Dr. Kuehne will enter into a 5-year consulting agreement with Nuvo under which he will continue to provide scientific advice and guidance respecting the continued development of WF10.
"Our increased investment in WF10 underscores our belief in its potential," stated John London, Nuvo's President and Co-CEO. "Full ownership of AG will improve our flexibility in managing all aspects of WF10 including future development and financing."
The immune system provides an essential defense to micro organisms, cancer and substances it sees as foreign and potentially harmful. WF10 was originally invented in Germany by Dr. F.W. Kuehne. It focuses on supporting the immune system by targeting the macrophage, a type of white blood cell that coordinates much of the immune system, to regulate normal immune function. In conditions such as Allergic rhinitis, the body's immune system inappropriately responds to the presence of foreign allergens. Research suggests that in some cases, WF10 may rebalance improperly functioning immune systems.
About Nuvo Research Inc.
Nuvo Research is a publicly traded, Canadian specialty pharmaceutical company, headquartered in Mississauga, Ontario. The Company is building a portfolio of products for the treatment of pain through internal research and development and by in-licensing and acquisition. The Company's Pain Group, located in West Chester, Pennsylvania, is focused on the development and commercialization of topically delivered pain products. The Company's product portfolio includes Pennsaid®, Pliaglis® and Synera®. Pennsaid, a topical nonsteroidal anti-inflammatory drug (NSAID), is used to treat the signs and symptoms of osteoarthritis of the knee(s). Pennsaid is sold in the United States by Mallinckrodt Inc., a Covidien company, in Canada by Paladin Labs Inc. and in several European countries. Pliaglis is a topical local anesthetic cream, which is U.S. Food and Drug Administration (FDA) approved to provide topical local analgesia for superficial dermatological procedures. The Company has licensed worldwide marketing rights to Pliaglis to Galderma Pharma S.A., a global specialty pharmaceutical company focused on dermatology. Synera is a topical patch that combines lidocaine, tetracaine and heat, approved in the United States to provide local dermal analgesia for superficial venous access and superficial dermatological procedures and in Europe, for surface anaesthesia of normal intact skin. Nuvo currently markets Synera in the United States and its licensing partner, EuroCept International B.V., has initiated a pan-European launch of Synera (under the name Rapydan) in several European countries. The Company is also developing the compound WF10, for the treatment of immune related diseases. For more information, please visit www.nuvoresearch.com.
This document contains forward-looking statements. Some forward-looking statements may be identified by words like "expects", "anticipates", "plans", "intends", "indicates" or similar expressions. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Nuvo considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared, but caution that these assumptions regarding future events, many of which are beyond the control of the Company, may ultimately prove to be incorrect. Factors and risks, which could cause actual results to differ materially from current expectations, are discussed in the annual report, as well as in Nuvo's Annual Information Form for the year ended December 31, 2010. Nuvo disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information or future events, except as required by law. For additional information on risks and uncertainties relating to these forward looking statements, investors should consult the Company's ongoing quarterly filings, annual report and Annual Information Form and other filings found on SEDAR at www.sedar.com.
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