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Klaria Pharma acquires Uppsalagruppen Medical and merges with Karessa Pharma

Scott Boyer

Klaria Pharma Holding has acquired Uppsalagruppen Medical AB and the patent that protects Klaria’s drug delivery technology, it has also merged with Karessa Pharma Holding to create a focused drug development company.

Klaria Pharma Holding and Karessa Pharma Holding have jointly announced that the Board of Directors of Klaria and the Board of Directors of Karessa have adopted a merger plan to join forces by a statutory merger between the companies in accordance with the Swedish Companies Act. The merger and acquisition will create a focused drug delivery company with a wholly-owned patent-protected technology platform and a strong development pipeline, states the companies.

The merger will be implemented by Karessa being absorbed by Klaria. The merger is conditional upon, inter alia, approvals at extraordinary general meetings in both companies. Shareholders in Klaria representing more than 37 percent of the votes and shares in Klaria and shareholders in Karessa representing more than 47 percent of the votes and shares in Karessa have undertaken or declared SW40147077/2 their intention to vote in favour of the merger at the forthcoming extraordinary general meetings.

The completion is not dependent on any financing as the Merger Consideration exclusively consist of new shares in Klaria.

Board of Directors and senior executives

Upon completion of the Merger, Björn Littorin, Anders Ardstål and Scott Boyer are expected to be board members of New Klaria Pharma, and Scott Boyer to be New Klaria Pharma’s CEO. Apart from the above, there are currently no decisions on significant changes to Klaria’s nor Karessa’s employees or to their current organisation and operations, including the terms of employment and the locations where the companies conduct their operations.

Klaria acquires Uppsalagruppen Medical

To date, Klaria has had a license from Uppsalagruppen to this patent for specific molecules. With this acquisition, Klaria will now own the patent and have full freedom to develop novel drug candidates in the future.

A share transfer agreement

The transaction is structured as a share transfer agreement between the owners of Klaria and Uppsalagruppen, whereby all shares in Uppsalagruppen are acquired by Klaria. As consideration, Klaria has agreed to pay license fees and royalty payments on future earnings, substantially in line with the current license agreement between Klaria and Uppsalagruppen for Klaria’s use of the patent.

The Board is of the opinion that the acquisition, in relation to the license agreement already in place between Klaria and Uppsalagruppen, does not significantly affect Klaria or its operations, except for Klaria obtaining exclusive ownership of the patent and thereby strengthening its IP-position.

Uppsalagruppen had revenues of approximately 1,2 million SEK in 2018.  The company had a net result of approximately -7 million SEK due almost exclusively to depreciation write downs.  At the end of 2018, the company had assets of 170 thousand SEK.

Photo of Scott Boyer: Klaria Pharma

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