December 11, 2017 16:01 ET | JERUSALEM, Dec. 11, 2017 (GLOBE NEWSWIRE) — BioCanCell Ltd. (TASE:BICL), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel therapies to treat cancer, announced today that a full tender offer for its shares was published on Sunday, December 10th, 2017, by a group of investors led by BioCanCell’s controlling party, Clal Biotechnology Industries Ltd. The investors hold 88.9% of BioCanCell’s outstanding shares, and are offering to purchase the remaining 11.1% of the outstanding shares at a price per share of NIS 1.40 ($0.40 at present exchange rates), a premium of 3.6% over the previous closing price, and of 44% over the average share price for the last 6 months, for an aggregate investment of approximately NIS 15 million ($4.25 million).
Shareholders have until Sunday, December 24th, 2017, at 3:00pm IST to vote their acceptance of the offer. Should the offer be accepted by holders of at least 55% of the shares the investors are offering to purchase, meaning that owners of 95% of all shares (including those owned by the investors) have indicated acceptance, the offer will become binding and the investors will purchase all outstanding public shares for NIS 1.40 each. BioCanCell would be delisted from the TASE and become a privately-owned company.
BioCanCell previously reported that it is conducting discussions with a group of American and Israeli investment groups concerning a possible investment in the Company of $20-25 million, based on a pre-money valuation of $45 million, and that these investors had indicated that they would consider the investment only if, prior to any such investment, BioCanCell were to be de-listed from the TASE and become privately-owned.
BioCanCell is a clinical-stage biopharmaceutical company focused on the discovery and development of novel therapies to treat cancer. The Company’s most advanced product candidate, BC-819, is in development as a treatment for early stage, non-muscle-invasive bladder cancer (NMIBC). Two registrational clinical trials of BC-819 are planned to be initiated: a single arm trial in patients whose disease is unresponsive to standard therapy, and a randomized trial, under a special protocol assessment (SPA) from the U.S Food and Drug Administration (FDA), in patients who have failed a first course of treatment. For additional information please go to www.biocancell.com.
This press release contains “forward-looking statements” that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of clinical trials, the anticipated effects of receiving Fast Track designation, the anticipated timeframe for conducting additional clinical trials and making regulatory submissions, and other strategic and business plans and objectives. These forward-looking statements are based on information BioCanCell has when those statements are made or its management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to: the success of the approach to discover and develop prospective therapeutic products, which is new and may never lead to marketable products; a lack of history of commercial sales; a dependence on the success of BC-819, the development of which will require significant additional clinical testing before regulatory approval can be sought and commercial sales launched; a need to raise substantial additional funds to complete R&D activities; an ability to overcome scientific or technological difficulties that may be encountered and that may impede R&D activities; and an ability to obtain and maintain intellectual property protection for product candidates, including pursuant to licensed patents.
Frank Haluska, M.D., Ph.D.
President and Chief Executive Officer
Patricia L. Bank