Hadasit Bio-Holdings

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Immediate Report – Kahr Medical (2005) Ltd.

Jul. 30, 2015

HBL – Hadasit Bio-Holdings Ltd.

(“The Company”)

July 30, 2015

To:                                                         To:

Israel Securities Authority            Tel Aviv Stock Exchange Ltd.

www.isa.gov.il                                  www.tase.co.il

 

Re: Immediate Report – Kahr Medical (2005) Ltd.

 

Pursuant to the company’s reports from April 14, 2011, June 18, 2012 and September 9, 2013, regarding the investment of Aventis Holdings Inc., a subsidiary company of Sanofi (hereinafter: “Sanofi”), in Kahr Medical (2005) Ltd. (hereinafter: “Kahr”), totaling 3 million dollars, under the framework of which Kahr gave Sanofi the right of first negotiation in connection with the company's lead product  "KAHR-102"  to obtain an exclusive license  (hereinafter: the “Product” and “ROFG,” respectively), the Company would like to hereby announce as follows:

Following Kahr’s contacting Sanofi to request to waive the ROFN, Kahr and Sanofi signed a waiver on July 29, 2015 which will take effect on July 30, 2015, according to which Sanofi waives the ROFN to manage negotiations as aforementioned, as well as its right to appoint a director or a board observer on the Kahr directorate (hereinafter: the “waiver”).

In exchange for Sanofi’s waiving of the aforementioned rights, Kahr obligated to pay Sanofi a sum of up to 3 million dollars (constituting Sanofi’s total investment in Kahr) (hereinafter: the “Consideration”), as follows: (A) In the case of the sale of a license for the Product by Kahr to a third party that is not Sanofi, Kahr will pay Sanofi the Consideration in payments, which will be derived from the total consideration for selling the license which Kahr will receive from the third party, at rates which will be determined by the sides; (B) Until the date of the payment of the Compensation, or until the Product license is given to Sanofi as detailed below, Sanofi’s shares in Kahr will be exchanged by Kahr allotting a new set of preferred shares to Sanofi, in the framework of which Sanofi’s shares will be given preference in liquidation and/or a merger transaction and/or in division of a dividend or any similar division according to the Companies Law 1999.

Sanofi’s right to receive the Compensation will expire upon the following conditions, whichever occurs first: payment of the Compensation in full, or provision of a license to Sanofi or a company connected to it, to develop, market and/or sell the product.

In addition, under the framework of the waiver, Kahr will give Sanofi the rights to information in accordance with the conditions of the Disclaimer.

Kahr is a subsidiary of the Company, held by the Company at approximately 48.91%, based on the issued and paid-up capital.

For additional information about the investment agreements between Sanofi, Kahr and the Company, see the immediate reports of the Company from April 14, 2011 (reference number: 2011-01-122100) from June 18, 2012 (reference number: 2012-01-158880) and from September 9, 2013 (reference number: 2013-01-139470).

Sincerely,

HBL – Hadasit Bio-Holdings Ltd.

By: Ms. Tamar Kfir, CEO

 

 
 

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