Nicox to acquire Aciex Therapeutics

Sophia Antipolis, France-Nicox S.A. has signed an agreement to acquire all of the outstanding equity of Aciex Therapeutics, a private, U.S.-based, ophthalmic development pharmaceutical company with a pipeline of therapeutics addressing the ophthalmic market, including allergy and inflammation.

“This proposed acquisition is another significant step forward in Nicox’s strategy of creating an international ophthalmic company built around therapeutics and diagnostics with its own commercial infrastructure in the United States and in the major European markets,” said Michele Garufi, chairman and chief executive officer of Nicox. “Together with the expansion of our diagnostics franchise, this acquisition further enhances our ability to create a unique company with a transatlantic commercial presence as well as a diversified proprietary product portfolio.”

According to Nicox, the acquisition will “significantly broaden and strengthen” the company’s therapeutic development pipeline, which would include two phase III candidates-latanoprostene bunod, currently being developed by Nicox’s partner Bausch + Lomb, and Aciex’s AC-170 for allergic conjunctivitis.

In addition, the proposed acquisition brings other therapeutic candidates that could enter clinical studies within 12 to 18 months, and a collaborative research agreement on preclinical Syk/JAK inhibitors.

The completion of the acquisition remains subject to the approval of Nicox’s shareholders and other customary conditions.

Aciex’s therapeutic pipeline includes:

·      AC-170 for allergic conjunctivitis, which has completed two phase III trials. Nicox plans to seek a pre-New Drug Application (NDA) meeting before the submission of a NDA.

·      AC-155, in development for postoperative inflammation and pain, which is expected to enter phase II studies next year.

·      A collaborative research agreement with Portola Pharmaceuticals for small-molecule dual Syk/JAK inhibitors for potential topical ophthalmic treatments.

·      A portfolio of clinical and pre-clinical product candidates targeting areas including ocular allergy, dry eye, and other inflammatory eye conditions.

·      A proprietary manufacturing process that can be used to repurpose existing drugs by producing novel, patentable nanocrystalline forms.

Under the proposed acquisition, Nicox will acquire all outstanding shares of Aciex on a cash-free, debt-free basis through a reverse triangular merger, governed by U.S. laws and regulations. Aciex shareholders will receive an upfront payment of $65 million entirely in the form of 20,627,024 newly issued Nicox shares, plus contingent value rights (CVRs) giving right to Nicox shares based on the potential FDA approval(s) of AC-170 and of two additional undisclosed products within a pre-determined period.

Nicox’s shareholders will be invited to vote on the proposed transaction at a dedicated Extraordinary General Meeting, which is expected to be held in the fall.

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