NEW YORK—Amarantus Bioscience, a biotechnology holding company developing proprietary orphan neurologic, regenerative medicine and ophthalmic therapies and diagnostics through its subsidiaries, announced in late October that it has entered into a binding term sheet to license its therapeutic assets to Emerald Organic Growth Inc., a fully integrated, CBD-based health sciences company launching branded products via its nationwide distribution channels.
Amarantus will receive Emerald preferred stock to be valued at a minimum of $100 million, as well as up to double-digit royalties (in addition to passthrough royalties and milestones) in exchange for worldwide, exclusive development and commercial rights to eltoprazine, engineered skin substitute (ESS), mesencephalic astrocyte-derived neurotrophic factor (MANF) and PhenoGuard.
As part of the agreement, key Amarantus team members will incubate Emerald’s emerging life-sciences unit. The transaction is subject to customary closing conditions and the consent of certain Amarantus stakeholders.
“We see tremendous value in Amarantus’ diverse portfolio of therapeutic assets that has received a total of over $150 million in research and development investment to date, and has produced two Phase 3-ready product candidates in the areas of neurology and severe burns that together have received combined independent valuations of over $500 million and are targeting market opportunities of over $35 billion annually,” said Ian Parker, president and CEO of Emerald.
“With the addition of the Amarantus portfolio and key personnel, we are furthering our commitment to changing the paradigm of health and wellness,” he added. “We believe there will be tremendous synergies over time between our consumer health and biopharmaceutical divisions, and can imagine a time when the combination of consumer cannabis-based products and FDA-regulated drugs could lead to improved outcomes for consumers and patients at lower costs. The teams at Emerald and Amarantus will be working to help shape this vision together.”
Added Gerald Commissiong, president and CEO of Amarantus: “After a careful evaluation of all of our options to create shareholder value given Amarantus’ debt and capital structure, we are thrilled to be able to have a clear path towards delivering value for the various Amarantus stakeholders, while also becoming a significant part of the story of an emerging leader in the fast-growing legal cannabis industry, led by an astute and seasoned management focused on delivering meaningful benefit to consumers and patients.
“The emerging CBD industry is expected to grow to between $15 billion and $20 billion within the next five years. Emerald is building a best-in-breed health sciences company that is harnessing the new CBD category to deliver convenient and meaningful products for consumers seeking to improve their health. The addition of FDA-regulated programs and personnel will mark a significant milestone towards Emerald’s objective of becoming a diversified health sciences company.”
Pursuant to the agreement, upon certain conditions, Emerald intends to initiate a tender offer to acquire all outstanding shares of Amarantus. Concurrent with this announcement, Amarantus and Coeptis Pharmaceuticals have mutually agreed to terminate the pending merger of Elto Pharma and Coeptis.