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Merger of Health Firms Jaguar, Napo Pharmaceuticals Now Effective.

MANews-(C)2009-2017

1 August 2017 - The merger of US-based animal health company Jaguar Animal Health, Inc. (NASDAQ: JAGX) and US-based human health company Napo Pharmaceuticals, Inc is now effective, the companies said on Tuesday.

With the move, Jaguar Animal Health's name changed to Jaguar Health, Inc. (Jaguar) and Napo began operating as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialisation of Mytesi, which is approved by the US FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.

Although Jaguar's name has changed, the public company will continue to trade under the same NASDAQ ticker symbol: JAGX.

In late March, Napo, which specialises in rainforest-derived gastrointestinal prescription products, and Jaguar Animal Health announced they had entered into a definitive merger agreement by unanimous approval by the boards of directors of both companies.

Under the terms of the agreement, Jaguar's stockholders and option and warrant holders (excluding approximately 365,437 shares issuable under securities convertible at USD 5.00 or more per share) will hold approximately 25% of the total outstanding fully diluted equity of Jaguar.

Conversely, the balance of the outstanding fully diluted equity of Jaguar will be held by existing Napo creditors, RSU, option and warrant holders together with new convertible debt and equity investors upon consummation of the merger.

The financial terms of the merger include an approximate three-to-one Napo-to-Jaguar value ratio to calculate relative ownership of the combined entity.

Napo's Mytesi (crofelemer) product is approved by the US FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.

The Orphan Drug Act provides for granting special status to a drug or biological product to treat a rare disease or condition upon request of a sponsor. This status is referred to as orphan designation.

Orphan designation qualifies the sponsor of the drug for various development incentives, including tax credits for qualified clinical testing and relief of filing fees.

Congenital diarrheal disorders are a group of rare, chronic intestinal channel diseases, occurring exclusively in early infancy, that are characterized by severe, lifelong diarrhea and a lifelong need for nutritional intake either parenterally or with a feeding tube.

Napo holds global unencumbered rights to key indications for Mytesi, and is continuing development of Mytesi for other antidiarrheal indications, with investigational studies completed in irritable bowel syndrome, cholera, traveler's diarrhea, and in pediatric patients, and two planned investigator-initiated trials of the product in breast cancer patients suffering from CID.

Napo and Jaguar are in the process of evaluating potential follow-on indications for Mytesi as part of the anticipated combination of the product pipelines of the two companies and an S-4/A was filed with the SEC on 26 May 2017.

Country: USA

Sector: Pharmaceuticals

Target: Jaguar Animal Health

Buyer: Napo Pharmaceuticals

Vendor:

Deal size in USD:

Type: Merger

Financing: Stock

Status: Closed

Buyer advisor: , ,

Comment:
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Publication:M & A Navigator
Date:Aug 1, 2017
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