Newron agrees to pay 4.7M euros initial payment for H-F

Italy's Newron Pharmaceuticals is closer to acquiring Hunter-Fleming, after the firms reached an agreement on the initial consideration payment to be delivered to the selling shareholders of the UK drugmaker, payable through the allotment and issue of new shares in Newron (Marketletter February 18).

Following a shareholders' meeting on April 24, at which it was resolved to approve the acquisition and the related maximum increases of capital, both parties agreed that the net debt of Hunter-Fleming for purposes of calculating the initial payment is 3.3 million euros ($5.2 million), which means that Newron will make an initial contribution of 4.7 million euros, consisting of 8.0 million euros minus the agreed net debt of Hunter-Fleming for the fully-diluted share capital of the UK firm. This will be payable in newly-issued Newron shares, providing Hunter-Fleming shareholders with total holdings of 3.1% of Newron's share capital upon closing of the transaction.

In addition to the upfront initial consideration, success-based milestones related to the progress of the programs formerly conducted by Hunter-Fleming may result in additional payments of up to a maximum of 17.0 million euros, which will be used to subscribe newly-issued Newron shares in compliance with the relevant agreements.