Starpharma Holdings Limited · ASX:SPL
Starpharma — Merger or Acquisition (October 2006)
36 slides from Starpharma's merger presentation, Oct 9, 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 starpharma dnt
Slide 2: starpharma
o starpharma 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 correc
Slide 3: Outhiene starpharma
o Outhiene starpharma 1. Introduction 2. Acquisition Highlights 3. Acquisition Benefits 4. Summary of Acquisition Terms and Conclusion
Slide 4: Starpharma: Company Overview
Starpharna: Company Qverview o starpharma 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 a
Slide 5: Starpharma: 05/06 Highlights
o Starpharma: 05/06 Highlights starphanma HIV Funded: A$26 million NIH funds VivaGel™ HIV development with non-dilutive funding Genital Herpes Funded NIH funds VivaGel™ Genital Herpes Development HIV Fast Tracked US regulator FDA designated VivaGel™ a fast track product Herpes IND Cleared FDA clears
Slide 6: Starpharma: Share Price History
o starpharma Starpharna: Share Price History 14 Nov 05: 3Oct05: gl raises AGTEM 20 Apr 06: 24 Aug 06: SPL announces through an NIH funds clinical Comrences safety Share Price ($) US$20.3M funding inetitutional development of trial for Vivagel in from NIH for to. Jacement & SPP VivaGel for genital me
Slide 7: starp
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Slide 8: Transaction Overview
o tarph Transaction Overview srayphara 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
Slide 9: The Transaction - Impact on Shareholding
o h The Vransaction —- impact om Shareholding Starpharma Pre-Transaction Post-Transaction 30%: <> <> = ° MEER = Starpharma Starpharma Holdings Lid DNT Holdings Ltd ONT MEO (ASX:SPL)' & Staff & Staff 100% 100% 100% Starpharma Starpharma Pty Ltd Pty Ltd Notes: 1 :USOTC:SPHRY DOW = The Dow Chemical Com
Slide 10: Transaction Snapshot (pre-acquisition)
Transaction Snapshot (pere-acquisition; o Location Ownership Strategy Technology Platform Lead Programs / Products: Other Programs starpharma Starpharma Holdings DNT Limited (pre-deal) Australia USA ASX Listed Privately held To use dendrimer-based nanotechnology to discover, develop and commercialis
Slide 11: Transaction Snapshot (post acquisition)
o tarph Transaction Gnapshot (pest acquisition) “apes Starpharma Holdings Limited ASX:SPL (USOIC:SPHRY) Australian-based, with wholly-owned US subsidiary. ASX-listed; Dow becomes largest holder of Starpharma stock (8.6%) Strategy To employ dendrimer-based nanotechnology to discover, develop and comm
Slide 12: Significant Acquisition Benefits
Signitticant Acquisition Genetits o starpharma 1. Diversified Product Portfolio . 2. Significant Development and Commercialisation Synergies * 3. Extensive IP Portfolio: Leaders in the Field 4. Increased US Presence 5. Ongoing Dow Involvement 6. Attractive Acquisition Terms Marketed products, near-t
Slide 13: Acquisition Benefits
o starpharma ae BE gta 3. MAcquisitio
Slide 14: 1. Diversified Product Portfolio
o tarph Signitticant Acquisition Genetits “apes = Marketed products, near-term revenues 1. Diversified Product Portfolio * Diversified risk: “more shots on goal” 14
Slide 15: Diversified Product Portfolio: Early cash flow opportunities
Olversitied Product Portfolios Early cash flow opportunities o starpharma 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 ~
Slide 16: PrioFect siRNA Transfection Reagent
o tarph PrioPect™ 7 siRNA Transtection Reagent Starplarna Estimated market entry: Early 2007 Endocytosis = Transfection reagent sales : $120 million in 2004, growing by 15-18% pa! = Priostar™ siRNA Transfection Reagents provide: - Precise size control: allows optimisation according to cell type ~ Hi
Slide 17: DNT's Current Commercialisation Opportunities
ONTs Gurrent Commercialisation Oppertunities o starpharma Sector Pharmaceutical and Medical Applications Ol Plastics Manufacturing Cosmetics Fine Chemicals Resources Discussions with... Major Pharmaceutical Company "A" Application Drug solubility / optimisation Major Pharmaceutical Company "B" Medic
Slide 18: DNT's Partners
OMT’ s Partners o starpharma Industry Partners DADE BEHRING | a DHARMACON Golaron afohuren Rereaveh Land Systems @ ALORICH lumera Research/Uni. Collaborators _ CALTECH UPMC | ens [SS NOUCENOIOGY. Py iecingson ey LABORATORY 1 pensar sNan “fabrication ee Facility THE NATIONAL © DENDBI (NS? Ivano beinb
Slide 19: Integrated Pipeline: Balanced for Risk
o starpharma integrated Pigeline: Balanced for Risk Multiple Near-Term Future High-Value Commercial Commercial Opportunities Opportunities industrial Products Life-science Applications Pharmaceutical Products | 419
Slide 20: 2. Significant Development and Commercialisation Synergies
o tarph Signiticant Acquisition Genetits “apes Optimal leverage of internal resources including 2. Significant Development and commercial, regulatory, and discovery Commercialisation Synergies Better value from expenditures 20
Slide 21: Significant Business Synergies
o Signittcant Busitess Synergies starphanma * 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 commerc
Slide 22: 3. Extensive IP Portfolio: Leaders in the Field
o tarph Signitticant Acquistion Genetits “he Enhanced competitive position and profile for commercial development 3. Extensive IP Portfolio: Leaders in the Field 22
Slide 23: Extensive IP Portfolio
o h Extensive if Portfolio starpharma » DNT owns the most significant dendrimer IP portfolio as a result of the assignment of Dow’s dendrimer IP portfolio in 2005 ‘When it comes to pharmaceutical applications, many relevant patents are under the exclusive control of one company, DNT... it presents D
Slide 24: 4. Increased US Presence
o tarph Signiticant Acquisition Genetits “apes = Greater access and profile in US nanotech sector: 4. Increased US Presence - industry partners ~ financial markets - funding partners 24
Slide 25: Increased US Presence
o star harma Increased US Presence P = 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 ini
Slide 26: 5. Ongoing Dow Involvement
o tarph Signitticant Acquisition Genetits “apes The Dow Chemical Company (Dow) will become 5. Ongoing Dow Involvement Starpharma’s largest shareholder; enhances Starpharma’s profile with industry and funding partners 26
Slide 27: Dow Becomes Starpharma's Largest Shareholder
o tarph Dow Becomes Starpharma’s largest Shareholder “apes 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 ove
Slide 28: 4. Summary of Acquisition Terms
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Slide 29: Transaction Details
o wy * star harma Transaction Details P 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
Slide 30: Makes Sense for Starpharma and for DNT
o starpharma Makes Sense for Slarpharma,. and for ONT 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
Slide 31: Conclusion: Enhanced value for Starpharma shareholders
Gonclusion: Enhanced value for Starpharma shareholders o starpharma Starpharma Management and Board believe that this deal will lead to enhanced value for Starpharma’s shareholders: gk ON a . Broader and deeper pipeline providing scale and balanced risk profile Earlier cash flows through non-pharma
Slide 32: Starpharma Post-transaction: Investment Highlights
o Starpharma Post-transaction: Investment Highlights starpharma 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 lar
Slide 33: Supplementary Materials
o starpharma ntary Materials
Slide 34: Overview of DNT Inc.
o Overview of ONT Ine. starpharma » 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
Slide 35: Targeted Cancer Diagnostic
o tarph Targeted Gancer Miagnostic stapes = 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 magn
Slide 36: Specialty Commercial Products
Specialty Commercial Products o starpharma = 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 Man
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