Advestra advises Kinarus & Curatis on reverse merger

Kinarus Thera­peut­ics Hold­ing AG (“Kinarus”) and Curatis AG (“Curatis”), announced they have signed a bind­ing agree­ment to com­bine their busi­nesses, by way of an exchange of Curatis shares for new Kinarus shares.

Kinarus is a SIX Swiss Exchange lis­ted thera­peut­ic drug devel­op­ment com­pany in liquid­a­tion and Curatis is a dis­tri­bu­tion and drug devel­op­ment com­pany focused on orphan/ul­tra-orphan dis­eases and spe­cialty care dis­eases. At an extraordin­ary share­hold­ers’ meet­ing on 1 March 2024, the share­hold­ers of Kinarus approved the trans­ac­tion and the courts of Basel-Stadt, approved the with­draw­al of bank­ruptcy (Konkur­swider­ruf) for Kinarus. The com­bin­a­tion is expec­ted to close in the second quarter of 2024 and is sub­ject to cer­tain clos­ing con­di­tions, includ­ing the approv­al of the list­ing of new Kinarus shares by SIX Swiss Exchange.

Pri­or to the trans­ac­tion, a private place­ment fin­an­cing round took place for Curatis in which selec­ted investors were offered to sub­scribe loan notes exchange­able in Kinarus shares. In addi­tion to the trans­ac­tion, Kinarus and Curatis have placed an offer with the bank­ruptcy admin­is­trat­or of Basel-Stadt, to pur­chase selec­ted pat­ents and licenses from the bank­ruptcy estate of Kinarus AG, a fully owned sub­si­di­ary of Kinarus.

Advestra is acting as transaction counsel, advising on all aspects of secur­it­ies law, bank­ruptcy and cor­por­ate law. The team was made up of partners Sandro Fehl­mann (pictured left), Thomas Reut­ter (pictured centre) and Roland Truffer (pictured right). The team included Sandro Bojic, Annina Ham­mer, Valérie Bayard, Luca Schmid and Mar­tina Giac­ometti, all from the Corporate/M&A and Cap­it­al Markets practice.