Strategic Spin-Off
NattoPharma will launch a new entity to operate the pharma business
OSLO, NORWAY - (20 November 2017) – The Board and the Management of NattoPharma ASA have decided to spin-off the pharma business into the new company PharmaCo. NattoPharma ASA will continue as an operating entity, focused on its cash-generating supplement business.
“We are very happy to finalize the spin-off of the pharma company and believe in a success for PharmaCo, based on the strong data accumulated over years of investments in research and clinical studies,” says Chairman Frode Bohan.
“Various investors seek different types of investment and risk profiles. With two separate entities, the underlying value of the company will become more visible and thus create more shareholder value”, says Bohan.
The supplement business will continue to grow while generating positive cash flow, and in the long term will have the potential to provide attractive dividends. PharmaCo, with its foundation of research, patents and intellectual property, and targeted therapeutic indications, will be attractive among investors in the pharma space.
“Sales of our supplement business continue to reach new, and record, levels, and the pharma business is progressing into a very exciting stage. The timing of the spin-off has been carefully planned”, says CEO Daniel H. Rosenbaum.
“I’m confident that the spin-off will enable greater focus across the entire organization, so we can continue to build the global leadership within vitamin K2 and MenaQ7. Further, we believe it’s time to add more critical mass to our dietary supplement business by focusing additional resources on expanding our product portfolio with new, scientifically validated ingredients. An expanded product offering also allows us to take advantage of our existing global sales and customer technical support organizations”, says Rosenbaum.
BACKGROUND
NattoPharma’s main strategy is to build a global supplement business on the basis of vitamin K2 and other attractive ingredients. NattoPharma has over many years invested heavily in research and science in vitamin K2. Backed by the sales and marketing team in NattoPharma, these investments have been crucial to differentiate NattoPharma’s own vitamin K2 brand, MenaQ7. Today MenaQ7 is the world leading vitamin K2 supplement brand, and consumer demand continues to show robust growth. In the next years NattoPharma sees a great potential in focusing more on working with new and existing customers to capitalize on this increasing awareness and growing consumer demand for vitamin K2, and specifically MenaQ7. NattoPharma is the only player that have a full K2-product offering, including soy, natural soy-free, full spectrum and synthetic. With excellent market access and customer technical support across multiple geographies, the company sees additional opportunities to complement its current vitamin K2 brand strategy by adding new clinically-substantiated ingredients to its product family.
The compelling clinical data obtained over the years along with ongoing research has created a strong basis for a focused pharmaceutical path. To pursue the therapeutic potential within the K2 pharmaceutical area, the Board has decided to establish a separate legal entity within which to organize this business. All patents, know-how and other pharmaceutical related assets will be transferred to a new, yet to be named, entity (to be referenced as “PharmaCo” for this announcement). This is already in progress and the spin-off of PharmaCo, including a rights issue of approx. NOKM 9, is planned to be finalized within the year end 2017.
“PHARMACO”
A comparable drug development process typically requires 5 - 10 years prior to commercialization and can involve costs in excess of USD 100-200 million. However, due to the fact that NattoPharma has over many years invested heavily in research and science in vitamin K2, the estimation for the first indication, according to an external CRO company, is that the product can be on the market within 4-6 years and to the estimated costs of USD 30-50 million. There will potentially also be major synergies related to both timelines and costs for additional indications. A successful process can create value of many multiples of this expenditure, depending, of course, on the target indications and effectiveness of results. Progressing a pharma project will require substantial funding over a prolonged period, and while providing for substantial upside, it also involves high risk. The risk profile and business model for a pharma company differs significantly compared to the model for a supplement company. In recognition of these distinctions, the Board of NattoPharma believes that the preferred path forward for both current and potential future shareholders is to de-risk the K2 supplement business by spinning-off the pharma company, while at the same time creating the opportunity for today’s shareholders to participate directly in PharmaCo as investors, and thereby participate in the potential upside this business case has to offer.
PharmaCo’s business plan will be to capitalize on compelling vitamin K2 data and intellectual property with application in specific therapeutic areas. Several indications for pharma development have been identified. The initial priority is to pursue the promising indication areas through phase I and phase II, and to then expand the breadth of applications with additional submissions. Concurrently, discussions regarding commercial partnership and co-development will continue with larger pharmaceutical companies, and the board believes that the timing for the spin-off is will further enable these discussions. The plan is to seek operational funding in 2018 while seeking to establish partnership roles with one or more larger pharma companies. The funding amount for 2018 and beyond will be impacted by the outcome of discussions with the potential pharma partners. One typical model under evaluation is for the larger pharmaceutical partner to finance a significant portion of the investments in new studies and regulatory work, while PharmaCo will focus on project management, intellectual property development and initiation of new indication areas. Cash flow for the licensing entity will typically come from a combination of a sign on fee, milestone payments and royalty when (and if) the drug is introduced to the market place.
THE TRANSACTION
PharmaCo will be established as a 100% owned legal entity of NattoPharma ASA. All rights related to the pharmaceutical business, currently controlled by NattoPharma ASA, will be transferred to PharmaCo. The valuation of this business is expected to be in the range of NOKM 50 to 70. A part of the value related to the business that will be transferred, will be used as in-kind contribution of equity and the remaining will be sold to the new entity. This will be financed through a vendor loan from NattoPharma on reasonable market terms.
The Board in NattoPharma has initiated a process to identify candidates to the Board of Directors in the Pharma entity. The new board will consist of persons with a proven experience within the pharmaceutical business segment. This is expected to be completed within the next 4 to 6 weeks, and the company will have an interim Board of Directors in the period until this process is finalized.
The new Board of Directors will then start immediately to put together an independent management team. Until a permanent management team is in place, expected to happen within 3-6 months, the current CEO, CFO and CMO in NattoPharma will work hand in hand with the new Board.
PharmaCo will be established with NOK 30.000 in paid in share capital in November 2017, as a limited liability company incorporate under the laws of Norway (AS). In addition, transfer of the pharma business valued at NOKM 50 to 70, distributed partly as in-kind contribution of equity and an acquisition of a business, will take place in November 2017. To create an independent company and secure the initial working capital, a private placement will be facilitated in PharmaCo. All existing NattoPharma ASA shareholders as of 28th of November 2017 will be invited to subscribe new shares in PharmaCo. The market valuation of PharmaCo after the initial in-kind contribution from NattoPharma is expected to be approx. NOKM 8. The placement will be done for an amount of approx. NOKM 9. NattoPharma plan to own 40-49% of PharmaCo, while remaining 51-60% will be owned by existing NattoPharma ASA shareholders. The ownership distribution will depend on the subscribed amount, but NattoPharma plan to reduce the ownership under 50% in any circumstance. The subscription period is planned to start 29th of November and end at 12th of December 2017. The new share capital should be paid in and registered before year end 2017. Final dates to be released in a separate message later.
A separate listing within 12 months on a Norwegian, Swedish or other international stock exchange will be evaluated by the new Board in PharmaCo.
NATTOPHARMA GOING FORWARD
NattoPharma and PharmaCo will enter into a licensing agreement, where NattoPharma exclusively will have access to all relevant know-how and patents, crucial to operate the K2 supplement business. NattoPharma will pay a yearly license fee to PharmaCo for the rights to use the transferred patents in the supplement business. This will include the right to use any future patent granted to PharmaCo for new claims or other intellectual property that PharmaCo obtain in the initial license period.
After completing the series of transactions, NattoPharma will focus exclusively on building a strong sales and marketing company, while still retaining, with limited risk, the potential benefits of the pharmaceutical upside. Transferring all future investments in science and pharma driven projects will immediately reduce the operating cost base for NattoPharma. With strong growth in the supplement business, combined with significant reduction in operating costs, 2018 should be the first full year with operating profit for NattoPharma ASA, and a foundation in place for a future with a continuous dividend stream.
For more information, please contact:
Daniel H Rosenbaum, Kjetil Ramsøy,
CEO CFO
e-mail: daniel.rosenbaum@nattopharma.com e-mail: kjetil.ramsoy@nattopharma.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This information is information that NattoPharma ASA (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above at 07:00 CET on November 20th, 2017.
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About NattoPharma and MenaQ7®
NattoPharma ASA, based in Norway, is the world’s leader in vitamin K2 research and development. NattoPharma is the exclusive international supplier of MenaQ7® Vitamin K2 as MK-7, the best documented, vitamin K2 as menaquinone-7 (MK-7) with guaranteed actives and stability, clinical substantiation, and international patents granted and pending, and now the new MenaQ7® Full Spectrum, which delivers menaquinones 6, 7, 8, and 9. The company has a multi-year research and development program to substantiate and discover the health benefits of vitamin K2 for applications in the marketplace for functional food and dietary supplements. With a global presence, the company established its North American subsidiary, NattoPharma USA, Inc., in Edison, NJ, and NattoPharma R&D Ltd. in Cyprus. For more information, visit www.nattopharma.com or www.menaq7.com.
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