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Press Release

BioCanCell Announces Exploration of Funding Round Conditioned on a Going Private Transaction and Business Development Update


Posted on: 30 Oct 17

JERUSALEM, Oct. 30, 2017 (GLOBE NEWSWIRE) -- BioCanCell Ltd. (TASE:BICL), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel therapies to treat cancer, announced today that it is in contact with a group of Israeli and American investors ("the Investors") regarding the possibility of investing in the Company in the amount of US $20-25 million (the “Private Investment"). The investors have informed BioCanCell that the execution of the Private Investment is dependent on BioCanCell’s becoming a private company, whose shares will cease to be traded on the Tel Aviv Stock Exchange Ltd. prior to the Private Investment’s taking place.

To the best of BioCanCell’s knowledge, the investors are interested in making the Private Investment in return for preferred shares (which will confer on investors additional rights compared with other shareholders in the Company), warrants exercisable into Company shares and share price protection rights. The preferred shares will be allotted at a Nominal Price1 per share of NIS 1.47, reflecting a company valuation of approximately US $45 million. The warrants and additional rights will be allotted at no additional consideration so that the preferred shares’ effective price will be lower than the Nominal Price.

To the best of BioCanCell’s knowledge, its shareholders are negotiating among themselves to reach an agreement on the execution of a full tender offer for BioCanCell’s shares and, subject to the completion of the tender offer and the Private Investment, to ensure that the funds invested by the tender offer bidders are able to attract the same terms as those to be received by the Investors.

The discussions described above are at a preliminary, non-binding stage. At this stage, there can be no assurance that the parties will continue the discussions, that BioCanCell will become a private company and its shares will cease to be traded on the TASE, or that the Private Investment will take place at all, and specifically at the terms described above. If a Private Investment agreement is formulated in accordance with the above conditions, it will be conditioned upon BioCanCell’s becoming private by way of a full tender offer for its shares or any other procedure that results in its becoming a private company. There is no certainty that a full tender offer or any other procedure will indeed be formulated, under what conditions, and whether they will succeed.

BioCanCell also announced that it is has retained an American business development advisory firm, Locust Walk, to assist with strategic partnering discussions for BC-819, the Company's lead product. At this time, there are active and ongoing discussions with several interested parties. These negotiations are on-going and currently non-binding, with no assurance that they will materialize into definitive agreements.

1 Based on 108,170,837 shares outstanding on a fully-diluted basis and a representative exchange rate of NIS 3.535 to USD 1 as of the date of this report.

About BioCanCell

BioCanCell is a clinical-stage biopharmaceutical company focused on the discovery and development of novel therapies to treat cancer. The Company’s most advanced product candidate, BC-819, is in development as a treatment for early stage, non-muscle-invasive bladder cancer (NMIBC). Two registrational clinical trials of BC-819 are planned to be initiated: a single arm trial in patients whose disease is unresponsive to standard therapy, and a randomized trial, under a special protocol assessment (SPA) from the U.S Food and Drug Administration (FDA), in patients who have failed a first course of treatment. For additional information please go to www.biocancell.com.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of clinical trials, the anticipated effects of receiving Fast Track designation, the anticipated timeframe for conducting additional clinical trials and making regulatory submissions, and other strategic and business plans and objectives. These forward-looking statements are based on information BioCanCell has when those statements are made or its management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to: the success of the approach to discover and develop prospective therapeutic products, which is new and may never lead to marketable products; a lack of history of commercial sales; a dependence on the success of BC-819, the development of which will require significant additional clinical testing before regulatory approval can be sought and commercial sales launched; a need to raise substantial additional funds to complete R&D activities; an ability to overcome scientific or technological difficulties that may be encountered and that may impede R&D activities; and an ability to obtain and maintain intellectual property protection for product candidates, including pursuant to licensed patents.

Company Contact:
Frank Haluska, M.D., Ph.D.
President and Chief Executive Officer
857-259-4622
info@biocancell.com

Investor Contact:
Patricia L. Bank
Westwicke Partners
415-513-1284
patti.bank@westwicke.com

GlobeNewswire
globenewswire.com

Last updated on: 30/10/2017

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