Starpharma Holdings Limited · ASX:SPL
Starpharma — Merger or Acquisition (October 2006)
36 slides from Starpharma's merger presentation, October 2006
Slide 1: Acquisition of DNT: Positioned for growth
Starpharma Holdings Limited ASX: SPL USOTC: SPHRY Acquisition of DNT Positioned for growth October 2006 DENDRITIC NANOTECHNOLOGIES INC
Slide 2: Forward-looking statements
This presentation contains forward-looking statements that involve risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable at this time, Starpharma can give no assurance that these expectations will prove to be correct. Actual res
Slide 3: Outline
Outline 1. Introduction 2. Acquisition Highlights 3. Acquisition Benefits 4. Summary of Acquisition Terms and Conclusion 3
Slide 4: Starpharma: Company Overview
Starpharma: Company Overview Starpharma Holdings Limited (‘Starpharma’) (ASX:SPL) is a world leader in the development of nanotechnology based pharmaceuticals (dendrimers) Starpharma’s lead product, VivaGel™ is being developed as a microbicide to prevent the sexual transmission of HIV and Genita
Slide 5: Starpharma: 05/06 Highlights
Starpharma: 05/06 Highlights HIV Funded: A$26 million NIH funds VivaGel™ HIV development with non-dilutive funding Genital Herpes Funded NIH funds VivaGel™ Genital Herpes Development HIV Fast Tracked US regulator FDA designated VivaGel™ a fast track product Herpes IND Cleared FDA clears VivaGel™ gen
Slide 6: Starpharma: Share Price History
Starpharma: Share Price History 14 Nov 05: 3 Oct 05: SPL raises A$15M 20 Apr 06: 24 Aug 06: SPL announces through an NIH funds clinical Commences safety Share Price ($) US$20.3M funding institutional development of trial for Vivagel in from NIH for to placement & SPP VivaGel for genital men accelera
Slide 7: Acquisition Highlights
starpharma 2. Acgulsition Highlights
Slide 8: Transaction Overview
Transaction Overview Prior to Starpharma had a 33% equity holding in the US based transaction: private company Dendritic Nanotechnologies Inc (DNT) Has been exploring growth options to add scale and value Transaction: Starpharma is acquiring the remaining 67% of DNT for ~US$6.97 million worth
Slide 9: The Transaction – Impact on Shareholding
The Transaction – Impact on Shareholding Pre-Transaction Post-Transaction 30% 8.6% Starpharma Starpharma Holdings Ltd DNT Holdings Ltd DNT ~3% (ASX:SPL)1 37% Founders (ASX:SPL)1 Founders & Staff & Staff 33% 100% 100% 100% DNT Inc. Starpharma DNT Inc. Starpharma Pty Ltd Pty Ltd Notes: 1 :USOTC:SPHRY
Slide 10: Transaction Snapshot (pre-acquisition)
Transaction Snapshot (pre-acquisition) Starpharma Holdings DNT Limited (pre-deal) Location Australia USA Ownership ASX Listed Privately held Strategy To use dendrimer-based To build value and generate revenue nanotechnology to discover, through the development of dendrimer develop and commercialise
Slide 11: Transaction Snapshot (post acquisition)
Transaction Snapshot (post acquisition) Starpharma Holdings Limited ASX:SPL (USOTC:SPHRY) Location Australian-based, with wholly-owned US subsidiary. Ownership ASX-listed; Dow becomes largest holder of Starpharma stock (8.6%) Strategy To employ dendrimer-based nanotechnology to discover, develop and
Slide 12: Significant Acquisition Benefits
Significant Acquisition Benefits Marketed products, near-term revenues 1. Diversified Product Portfolio Diversified risk: “more shots on goal” Optimal leverage of internal resources including 2. Significant Development and commercial, regulatory, scale-up and discovery Commercialisation Synerg
Slide 13: Acquisition Benefits
starpharma 3. Acquisition Benefits
Slide 14: Significant Acquisition Benefits
Significant Acquisition Benefits Marketed products, near-term revenues 1. Diversified Product Portfolio Diversified risk: “more shots on goal” Optimal leverage of internal resources including 2. Significant Development and commercial, regulatory, and discovery Commercialisation Synergies Bet
Slide 15: Diversified Product Portfolio: Early cash flow opportunities
Diversified Product Portfolio: Early cash flow opportunities DNT has product sales and licensed STARBURST® dendrimer royalty agreements that generate ~A$1.25M sales and royalty revenues pa: – Stratus CS® : Cardiac marker diagnostic licensed to Dade Behring, leading diagnostic company – SuperFect®
Slide 16: PrioFect: siRNA Transfection Reagent
PrioFect™ : siRNA Transfection Reagent Estimated market entry: Early 2007 Transfection reagent sales : $120 million in 2004, growing by 15-18% pa1 Priostar™ siRNA Transfection Reagents provide: – Precise size control: allows optimisation according to cell type – Highly functionalised surface: al
Slide 17: DNT's Current Commercialisation Opportunities
DNT’s Current Commercialisation Opportunities Sector Discussions with… Application Pharmaceutical and Major Pharmaceutical Company "A" Drug solubility / optimisation Medical Applications Major Pharmaceutical Company "B" Medical diagnostics Major Pharmaceutical Company "C" siRNA transfection Major Te
Slide 18: DNT's Partners
DNT’s Partners Industry Partners Research/Uni. Collaborators 18
Slide 19: Integrated Pipeline: Balanced for Risk
Integrated Pipeline: Balanced for Risk Multiple MultipleNear-Term Near-Term Future FutureHigh-Value High-Value Commercial Commercial Commercial Commercial Opportunities Opportunities Opportunities Opportunities Industrial Products Life-science Applications Pharmaceutical Products Research Research D
Slide 20: Significant Acquisition Benefits
Significant Acquisition Benefits Marketed products, near-term revenues 1. Diversified Product Portfolio Diversified risk: “more shots on goal” Optimal leverage of internal resources including 2. Significant Development and commercial, regulatory, and discovery Commercialisation Synergies Bet
Slide 21: Significant Business Synergies
Significant Business Synergies Significant synergies exist in combining: – Technology platforms of both companies More attractive – Development expertise licensing and – Dendrimer IP portfolios partnering – Commercial opportunities opportunities Development milestones and commercial opportunitie
Slide 22: Significant Acquisition Benefits
Significant Acquisition Benefits Marketed products, near-term revenues 1. Diversified Product Portfolio Diversified risk: “more shots on goal” Optimal leverage of internal resources including 2. Significant Development and commercial, regulatory, and discovery Commercialisation Synergies Bet
Slide 23: Extensive IP Portfolio
Extensive IP Portfolio DNT owns the most significant dendrimer IP portfolio as a result of the assignment of Dow’s dendrimer IP portfolio in 2005 “When “Whenititcomes comesto topharmaceutical pharmaceuticalapplications, applications,many manyrelevant relevantpatents patentsare areunder under the t
Slide 24: Significant Acquisition Benefits
Significant Acquisition Benefits Marketed products, near-term revenues 1. Diversified Product Portfolio Diversified risk: “more shots on goal” Optimal leverage of internal resources including 2. Significant Development and commercial, regulatory, and discovery Commercialisation Synergies Bet
Slide 25: Increased US Presence
Increased US Presence Starpharma intends to expand its US activities and bring additional US investors on to the register Access to business partners Access to capital Ongoing US based M&A/corporate opportunities Before Transaction: Starpharma has previously established initial awareness i
Slide 26: Significant Acquisition Benefits
Significant Acquisition Benefits Marketed products, near-term revenues 1. Diversified Product Portfolio Diversified risk: “more shots on goal” Optimal leverage of internal resources including 2. Significant Development and commercial, regulatory, and discovery Commercialisation Synergies Bet
Slide 27: Dow Becomes Starpharma's largest Shareholder
Dow Becomes Starpharma’s largest Shareholder The Dow Chemical Company will become Starpharma’s largest (and a substantial) shareholder post transaction with approximately 8.6% of SPL issued capital Dow is a leading chemicals and plastics manufacturer with a market capitalisation of over US$35 bi
Slide 28: Summary of Acquisition Terms and Conclusion
4. Summary of Acquisition Terms and Conclusion
Slide 29: Transaction Details
Transaction Details Starpharma to acquire the remaining 67% equity in DNT that it does not already own for new shares in Starpharma valued to ~US$6.97 million Transaction is subject to shareholder approval in majority of each DNT share class – Between then Dow and SPL hold the majority in each c
Slide 30: Makes Sense for Starpharma…and for DNT
Makes Sense for Starpharma…and for DNT Benefits to DNT shareholders: Direct access to Starpharma’s nanopharmaceutical development and regulatory expertise Listed equities; access to public market funding through Starpharma Economies of scale / synergies in – Development – Third party funding o
Slide 31: Conclusion: Enhanced value for Starpharma shareholders
Conclusion: Enhanced value for Starpharma shareholders Starpharma Management and Board believe that this deal will lead to enhanced value for Starpharma’s shareholders: 1. Broader and deeper pipeline providing scale and balanced risk profile 2. Earlier cash flows through non-pharma products 3. Bette
Slide 32: Starpharma Post-transaction: Investment Highlights
Starpharma Post-transaction: Investment Highlights Strong cash position: A$14.3 M (June 2006) US$26m* non-diluting funding from the NIH VivaGel™ - the only microbicide with NIH funding for genital herpes Significant US shareholder base and profile through: The Dow Chemical Company largest
Slide 33: Supplementary Materials
starpharma Supplementary Materials
Slide 34: Overview of DNT Inc.
Overview of DNT Inc. DNT is a leading developer and provider of advanced dendritic polymers – headquartered in Michigan and currently employs 16 (13 Ph.Ds) DNT has a broad and comprehensive IP portfolio that comprises 180 patents/applications across 32 families—a unique level of IP concentration
Slide 35: Targeted Cancer Diagnostic
Targeted Cancer Diagnostic DNT is developing a Priostar™ dendrimer-based , receptor-targeted diagnostic and therapeutic technology for the early detection and treatment of ovarian cancer Unique technology: – Priostar™ dendrimer targeted delivery system will be combined with a magnetic resonance
Slide 36: Specialty Commercial Products
Specialty Commercial Products Priostar™ and STARBURST® dendrimers commercially available Priostar™ family of dendrimers have advantageous properties over other nanostructures Attractive Product Characteristics: – New Functionality and Improved Properties – Efficient & Scalable Manufacturing -
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