TIDMASHI
RNS Number : 2693K
Ashington Innovation PLC
24 August 2023
This announcement contains inside information as stipulated
under the UK version of the Market Abuse Regulation No 596/2014
which is part of English Law by virtue of the European (Withdrawal)
Act 2018, as amended. On publication of this announcement via a
Regulatory Information Service, this information is considered to
be in the public domain.
Press Release
24 August 2023
Ashington Innovation plc
("Ashington" or "the Company")
Heads of Terms Signed for the Acquisition of Calon
Cardio-Technology Limited, subject to the
Completion of the Reverse Takeover of Cell Therapy Limited
Ashington Innovation plc (LSE: ASHI; FSE: 6FW), a special
purpose acquisition company, is pleased to announce it has entered
into a non-binding heads of terms agreement with Calon
Cardio-Technology Limited ("Calon"), to acquire 100% of the
outstanding shares in Calon in an all-share transaction. The
acquisition is subject to the completion of the proposed reverse
takeover of Cell Therapy Limited ("CTL") announced on 19th August
2023 as well as customary legal, financial, and other due diligence
for a transaction of this type and entry into a legally binding
sale and purchase agreement (the "Proposed Acquisition"). As no
binding agreement has yet been reached, the Company cannot
guarantee that the Proposed Acquisition will complete.
About Calon
Calon is a UK medical device company developing a Left
Ventricular Assist Device (LVAD), an implantable heart pump for
patients with severe heart failure. Calon's proprietary LVAD is
registered under the trademark Mini-VAD(TM).
The Mini-VAD(TM) has demonstrated during in vitro studies a
significant reduction in blood damage compared to current LVADs.
Calon manufactures its Mini-VAD(TM) at its state-of-the-art R&D
and manufacturing facility in Wales and its technology is protected
by a suite of patents and patent applications. Calon has been
awarded multiple awards and non-dilutive funding grants, including
being selected for the UK Government's Global Incubator Programme.
Over its lifetime it has raised over GBP20m in equity and grant
funding.
Background to the Proposed Acquisition
Ashington was formed as a special purpose acquisition company
with the intention of acquiring businesses operating in the
technology sector as outlined in its prospectus published on 2 June
2023 (the "Prospectus"), which can be found on the Company's
website:
https://www.ashingtoninnovationplc.com/wp-content/uploads/2023/06/Ashington-Innovation-PLC-final-prospectus26.pdf
.
On 17 August 2023, Ashington announced it had signed a
non-binding heads of terms agreement to acquire Cell Therapy
Limited, trading as Celixir, via reverse takeover, which led to the
suspension of its shares pending completion of the transaction. The
addition of Calon dovetails with the proposed Cell Therapy
acquisition and demonstrates the Company's broader strategy to form
a material regenerative medicine company in the UK that addresses
the sizeable heart failure market.
Calon's LVAD technology is highly complementary with the cell
therapies developed by 2007 Nobel prize winner and CTL co-founder
Professor Sir Martin Evans, which target heart failure. CTL's
development expertise in completing pre-clinical studies, securing
FDA IND and clinical trial approvals in the UK and Europe, GMP
manufacturing approvals and executing clinical trials will be
leveraged across the group including development of a new therapy
that combines its lead cell therapy, HeartCel(TM) with Mini-VAD(TM)
implantation.
The enlarged group will be led by Executive Chairman, Dr Darrin
M Disley OBE, an experienced private/public company CEO and
Director and a successful and highly regarded biotech entrepreneur.
Prof. Sir Martin Evans will serve as the Group's Chief Scientist
and eminent heart surgeon and founder of Calon, Prof. Steve
Westaby, will serve as Chief Medical Officer.
The Proposed Acquisition
Following recent discussions, on 23 August 2023 Ashington
entered a non-binding heads of terms agreement with Calon for the
acquisition of 100% of the issued share capital of Calon for a
purchase price of GBP39 million, to be satisfied by the allotment
and issue of new ordinary shares in Ashington Innovation PLC to the
shareholders of Calon.
On completion of the Proposed Acquisition, it is Ashington's
intention to seek admission of its enlarged ordinary share capital
and related financing, to the Standard Segment of the Official List
of the Financial Conduct Authority ("FCA") and to trading on the
Main Market of the London Stock Exchange (together,
"Admission").
The Proposed Acquisition is subject, inter alia, to:
-- the completion of due diligence;
-- the completion of the reverse-takeover of CTL;
-- definitive sale and purchase documentation;
-- obtaining the necessary regulatory approvals from the FCA;
-- the raising of an appropriate amount of new equity funds by the Company;
-- the Takeover Panel waiving any obligation the Calon shareholders (and any persons acting in
concert with them) might otherwise incur under Rule 9 of the City Code by virtue the issue
to them of consideration shares (the "Rule 9 Waiver"); and
-- the passing of necessary resolutions to approve the Proposed Acquisition (including the Rule
9 Waiver) by the shareholders of the Company at a duly convened general meeting (the "General
Meeting").
To effect Admission, obtain the Rule 9 Waiver and to convene the
General Meeting, the Company is required to publish a prospectus,
to be approved by the FCA, which will include relevant details
relating to the Company, CTL, Calon and the Proposed Acquisition,
amongst other things.
Jason Smart, Founder of Ashington Innovation, commented: " We
are delighted to be able to announce our broader strategy namely,
to create a material regenerative medicine group by combining some
of the most innovative British companies. The biotech and MedTech
sectors present compelling opportunities to create value for
shareholders and the Proposed Acquisition of CTL and Calon
represent high-quality targets with experienced and expert
leadership teams.
"CTL aligns with Ashington's stated IPO objective to acquire a
firm with a technology nexus, global intellectual property
protection and a business plan built on delivering defined clinical
development milestones that represent meaningful value inflections
to shareholders.
"The addition of Calon adds significant synergy in developing
next generation therapies that address unmet needs in highly
attractive cardiac healthcare market and augments the position of
the enlarged company for sustainable value accretion. We look
forward to supporting CTL and Calon with their mission to develop
high innovative first-in-class therapies."
Dr Darrin Disley, Chairman of Celixir Limited, commented: "We
are delighted to partner with Ashington to form a material clinical
stage regenerative medicine company. In 2020, we made the strategic
decision to streamline the business to focus all of our resources
on developing our pre-clinical and clinical pipeline of cell
therapies that address heart failure. This was implemented quietly
without any public announcements while keeping our shareholders
informed with a confidential quarterly update. During this stealth
period, key pre-clinical and clinical development milestones were
met as well as patents granted for our lead cell therapy in the US,
EU, and Asia and the entering of a GBP100M PIPE funding agreement
that can be accessed on the listing of our shares. The company has
created significant momentum for the business going into the
Proposed Transaction with Ashington including in 2022 the dosing of
the first cohort of patients in our randomised Heart failure
clinical trial and completing pre-clinical development of two
follow-on cardiac cell therapies, generating in vivo efficacy and
safety data both in-house and with our Big Pharma partner.
"The addition of Calon is highly compatible with our mission to
develop first-in-class regenerative cell therapies in areas of high
unmet medical need like heart failure and we look forward to
working with the Calon team to accelerate the cell + pump
combination therapy.
"It is now the correct time to access the public markets
building on the results that have already been achieved by CTL and
Calon and the tremendous potential of our portfolio of regenerative
medicines, Mini-VAD (TM) and the combination therapy moving
forward. We look forward to providing more details on the Company's
strategy and market potential in due course."
Professor Steve Westaby, Founder and Director of Calon,
commented: "Over 60 million patients suffer from heart failure.
Heart transplantation is not a reliable and resilient treatment
plan in the long-term; the availability of donor hearts is
insufficient, coupled with anti-rejection complications including
cancer. The Calon design has resulted in a smaller and lighter LVAD
with blood damage performance a factor of 2.2X better than
competitors in in vitro studies and the systems enhanced
performance has been confirmed in validated in vivo models of heart
failure.
"The development of LVADs, cell therapies and combination
therapy have enormous potential to improve the lives of the many
millions of patients with cardiomyopathy and so, we are delighted
to joining Ashington and CTL into accelerating the development of
these lifesaving treatments for patients in heart failure"
For further information please contact:
Ashington Innovation plc
David Orchard via Tancredi +44 207 887
General Counsel 7633
-------------------------
Tancredi Intelligent Communication
Media Relations
-------------------------
Helen Humphrey
Charlie Hobbs + 44 7449 226 720
Jasmine Gadhavi +44 7897 557 112
ashington@tancredigroup.com +44 7931 435 236
-------------------------
About Ashington Innovation plc
Ashington Innovation PLC is a special purpose acquisition
company (SPAC), formed with the intention of acquiring businesses
operating in the technology sector.
The Company believes that in the increasingly fast-changing
global environment there will be an abundance of opportunities to
acquire existing businesses in the technology sector, and in
particular businesses that possess and utilise proprietary
technologies and own applicable intellectual property.
The Company is not limited to any specific geographic region in
identifying its target companies.
www.ashingtoninnovationplc.com
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