This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

XTL Biopharmaceuticals To Acquire Kitov Pharmaceuticals

HERZLIYA, Israel, June 19, 2012 /PRNewswire/ --

XTL Bi opharmaceuticals Ltd. (TASE:XTL)( OTC :XTLBY), a biopharmaceutical development company, announced today it will acquire Kitov Pharmaceuticals Ltd. in consideration for shares as well as cash milestone payments throughout Kitov's development and business progress of up to $48 million, which may be payable in XTL shares.

Kitov Pharmaceuticals Ltd., a company that researches and develops combination drug products, has focused on the treatment of hypertension and pain induced by osteoarthritis with its lead drug product, which is now ready to begin a phase 3 clinical trial under an FDA Special Protocol Assessment (SPA).

According to the agreement, XTL shall allocate shares and warrants to Kitov shareholders representing 19.9% of the Company's issued and outstanding share capital upon such allocations. In addition, XTL shall pay cash milestone payments throughout the development and business progress, which may add up to $48 million. XTL may pay such payment by issuing its shares representing up to 26.4% of XTL issued and outstanding share capital post the transaction.

Kitov shareholders undertook a voluntary lock-up period in relation to the shares received in the transaction (including shares received upon meeting milestones) for a period of 12 to 24 months from the date of closing, except for part of the milestone payment shares.

XTL has undertaken to execute a phase 3 development plan for Kitov's lead drug. According to this undertaking, the Company will invest up to $1.5 million in financing the sole planned pivotal trial, which will be conducted over an 18-month period. If XTL fails to meet this undertaking (to perform the above development plan) excluding certain cases, the voluntary lock-up period will expire for 50% of the Company's restricted shares allocated to Kitov. Kitov estimates it will require an accumulative investment of approximately $9 million for the development of its lead drug and through its approval for marketing.

Upon the completion of the transaction, Dr. Paul Waymack will join the board of directors of XTL as Active Chairman of the board and President. He will be responsible for the clinical and regulatory development of all of XTL's products. Dr. Waymack is the founder of Kitov and has many years of experience in drug development, including interacting with the U.S. Food and Drug Administration (FDA). Kitov will have the right to appoint an additional director to XTL's board.

The completion of the transaction is contingent upon meeting several conditions, among others: Due diligence; pre-ruling from the Israeli Tax Authority; valuation report for Kitov; approval of the general meeting of the XTL's shareholders; approval of the Tel-Aviv Stock Exchange; completion of the transaction by September 15, 2012.  

"We are happy to acquire Kitov with its late stage drugs. Kitov and its experienced team bring a high level of development capabilities, especially Dr. Paul Waymack, who previously worked for the FDA and has been developing drugs for many years" said David Grossman, CEO of XTL, "We are sure his contribution will benefit all of our products in development".

Ronen Twito, XTL's Deputy CEO and CFO noted that "the structure of the transaction, by which  XTL makes a down payment in shares, plus additional shares or payments upon meeting milestones throughout the development, creates common business interest with Kitov shareholders, which enables putting the financial and business efforts for the benefit of the products development and success of XTL".

About XTL Biopharmaceuticals Ltd. ("XTL)

XTL Biopharmaceuticals, Ltd., a biopharmaceutical company, focuses on the acquisition, development, and commercialization of pharmaceutical products for the treatment of clinical unmet needs. XTL is focused on late stage clinical development of drugs for the treatment of multiple myeloma, schizophrenia, and hepatitis C.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $93.02 -1.30%
FB $99.53 -1.50%
GOOG $672.06 -1.80%
TSLA $153.75 7.00%
YHOO $26.62 -1.80%


Chart of I:DJI
DOW 15,582.49 -332.25 -2.09%
S&P 500 1,819.32 -32.54 -1.76%
NASDAQ 4,228.7990 -54.7930 -1.28%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs