Nabarro has advised Numis Securities Limited as Nominated Adviser, Bookrunner and Underwriter on the proposed AIM-reverse acquisition by speciality pharmaceutical company Alliance Pharma plc (“Alliance”) of certain assets and businesses principally focused on dermatology from Sinclair IS Pharma plc. The consideration for the acquisition is £127.5m (plus an expected £4.7m for inventory) which will be part-funded by the proceeds of a vendor placing by Numis to raise gross proceeds of approximately £78.5m. In addition, Numis exercised a broker-option to raise an additional £5m (before costs) for Alliance. Nabarro also advised Numis Securities on the proposed £20.5m placing by AIM-listed life sciences company hVIVO plc and the £3.3m cash-box placing (before expenses) by Standard-listed international media group Future plc.
Alliance will acquire 27 products including five key growth brands which are intended to significantly increase its footprint outside of the UK and provide an enhanced platform for further corporate development. Due to the size of the transaction, it is being treated by the parties as a reverse acquisition under the AIM Rules for Companies.
hVIVO (formerly Retroscreen Virology) is a life sciences company pioneering a technology platform of human disease models to accelerate drug discovery and development in respiratory and infectious diseases. The net proceeds of the placing are expected to be principally used by hVIVO to progress its PrEP-001 product, commence the stratification of asthma and advance flu pathomics outputs into product candidates.
The funds raised by the Future transaction will be used by Future to invest in a number of rapidly growing new revenue streams including ecommerce, events and digital advertising, where Future believes the businesses need additional funds in order to accelerate the growth and profit generation. The placing was structured as a cashbox placing.
Corporate partner Alasdair Steele led the Nabarro teams across all three transactions and was assisted by corporate senior associate Jack Shepherd and corporate associate Sabby Buwal in the Alliance acquisition. Jack Shepherd and Corporate associate Jay Kesaria assisted in the hVIVO deal and Corporate senior associate Matthew Leake assisted in the Future deal. Fasken Martineau is advising Alliance and White & Case is advising Sinclair IS Pharma plc. Pinsent Masons is advising hVIVO and Osborne Clark is advising Future.
Commenting on the work with Numis Securities, Corporate partner Alasdair Steele said:
“It’s been a great experience to work with longstanding client Numis Securities on these transactions. We are delighted to help these companies take the next step forward in their evolution and across sectors like healthcare, a key focus for Nabarro. Nabarro is highly experienced in handling interesting and complex transactions. The teams involved worked efficiently to ensure the matters were handled in some very short timeframes.”