Neuren to obtain late-stage compound through Hamilton acquisition

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SYDNEY, Australia—NeurenPharmaceuticals recently announced that it will acquire HamiltonPharmaceuticals in a transaction that will provide Neuren a late-stage compoundwith proven human efficacy and add three leading life science investors asshareholders in Neuren.

The acquisition represents a major milestone for Neuren,which the company indicates will position it as a key player in the centralnervous system field, specializing in cognitive and psychological effects ofCNS injury. Under the binding term sheet, the acquisition is to be implementedusing Neuren scrip only, with no cash payment to be made by Neuren. Neuren willacquire 100 percent of Hamilton,whose principal asset is Motiva, in exchange for US$4.4 million in Neurenordinary shares.

The three major venture capital investors from Hamilton,Vivo Ventures of Palo Alto, Calif.; CNF Investments of Bethesda, Md.; and IndexVentures of Geneva, Switzerland, will become shareholders in Neuren through thetransaction.

These companies are leading life sciences investors withfunds of more than US$2 billion under combined management. The managers ofthese funds reportedly have a strong focus and experience in CNS drugdevelopment. Upon the closing, Vivo Ventures and CNF Investments will investUS$3 million in Neuren by way of a convertible note which will convert toordinary shares on the same terms provided to investors in the next majorfundraising.

Ongoing operating costs for Hamiltonare negligible and Neuren will not be retaining any Hamiltonmanagement.

Through the acquisition, Neuren will obtain a Phase IIbcompound, Motiva, which is being developed for psychological and cognitivedisorders resulting from stroke, traumatic brain injury, Alzheimer's andParkinson's disease. The compound already has proven human safety and efficacyin 1,700 patients. Exclusive rights to develop and commercialize Motivaintellectual property in the United Statesand European Union were licensed by Hamiltonfrom Daiichi Pharmaceutical Co. in 2004.

Commenting on the pending acquisition, David Clarke,Neuren's CEO and managing director, said: "This is a major step forward inNeuren's strategic development. It adds an extremely promising compound to ourportfolio and, at the same time, significant representation and commitment byworld-class life sciences investors. This transaction confirms Neuren's intentto be a significant player in the CNS sector of the global biotechnologyindustry."

"Neuren clearly brings the capabilities and commitment notonly to develop Motiva but also to maximize the value of their promisingpipeline," says Robert Flanagan, a managing partner of CNF Investments andboard member of Hamilton Pharmaceuticals. "We look forward to a productive andexciting association."

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