SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a - 16 OR 15d - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2007
SkyePharma PLC
SkyePharma PLC, 105 Piccadilly, London W1J 7NJ England
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _______
FOR IMMEDIATE RELEASE 9 JANUARY 2007
London, England, 9 January, 2007 - SkyePharma PLC (LSE: SKP; NASDAQ: SKYE) today
announces the following:
- The proposed sale of its Injectable Business* to Blue Acquisition Corp
("Purchaser") for a total consideration which could exceed US$82 million,
much of which depends on the completion of the development and substantial
future sales of DepoBupivacaine™. The consideration includes an initial
payment of US$20 million (£10.2 million) (less costs, US$2 million (£1.0
million) paid into escrow, a working capital adjustment and certain
liabilities), up to US$62 million (£31.7 million) of contingent milestone
payments, plus a percentage of sales of certain future products for a
defined period of time. In addition, the Injectable Business is retaining
responsibility for certain royalty-related payments which, when made, will
reduce the Continuing Group's debt to Paul Capital.
- Placing of ordinary shares, subject to disapplication of pre-emption
rights, to certain institutional shareholders, raising £14.8 million (net of
expenses) (the "Placing").
- Both the Disposal and Placing are subject to shareholder approvals which
are inter-conditional. An EGM to approve the Disposal and Placing will be
held around the beginning of February 2007.
- The proposed restructuring of the existing secured financing facility with
Paul Capital to a fixed amortisable note ("Note") of US$92.5 million (£47.3
million) with up to an additional US$12.5 million (£6.4 million) payable if
worldwide sales of DepoDur™ (a product of the Injectable Business) reach
certain thresholds. The amounts payable by the Continuing Group under the
Note will be reduced to the extent of payments made to Paul Capital by the
Injectable Business after the Disposal. The total net present value of the
maximum Note (without allowing for the benefit of any future royalty-related
payments by the Injectable Business) is approximately £33 million. The
value of the Paul Capital obligations in the Group's balance sheet as at 30
June 2006 was £42.0 million.
- Taking account of the new committed financing of approximately £35 million
announced on 27 December 2006 the total additional funds available to the
Group in the short term would amount to approximately £53 million (net of
costs).
- The Disposal will eliminate the significant cash costs of operating and
developing the Injectable Business. The Directors believe that, once these
transactions are concluded, the Continuing Group will have a sound financial
foundation on which to build its future and continue to execute its strategy
of focussing on growing its pipeline of oral and inhalation products.
A circular to shareholders setting out the reasons for and background to the
Disposal and the Placing will be sent to shareholders shortly.
Further details of this announcement are set out below.
*For the six months ended 30 June 2006, the Injectable Division, which comprises
the Injectable Business together with an allocation of corporate and other Group
costs, assets and liabilities, generated revenues of £3.9 million and an
operating loss of £11.7 million. Its products include DepoCyt®, a treatment
for a lymphomatous meningitis, and DepoDur™ for post operative pain.
The ordinary shares in the Placing have not been and will not be registered
under the US Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
Frank Condella, SkyePharma's Chief Executive, said:
"At the beginning of 2006, we set out several objectives including: the
licensing of Flutiform™, our key inhalation product, and the disposal of our
Injectable Business.
"In May and September we outlicensed Flutiform™ in the US and Europe,
respectively. Today we are announcing the planned sale of the Injectable
Business for an initial consideration of US$20 million together with contingency
milestone and sales-related payments which could be substantial if
DepoBupivacaine™ fulfils its potential under the new ownership.
"The proposed Disposal will relieve the Company of a significant cash burn due
to operating losses and the potential costs of future development and capital
expenditure of the Injectable Business.
"The Disposal, Placing and Paul Capital Refinancing, along with the £35 million
CRC Financing announced on 27 December 2006, will put SkyePharma in a good
position to build future value by further developing our strategic oral and
inhalation products."
Certain statements in this news release are forward-looking statements and are
made in reliance on the safe harbour provisions of the US Private Securities
Litigation Act of 1995. Although SkyePharma believes that the expectations
reflected in these forward-looking statements are reasonable, it can give no
assurance that these expectations will materialize. Because the expectations are
subject to risks and uncertainties, actual results may vary significantly from
those expressed or implied by the forward-looking statements based upon a number
of factors, which are described in SkyePharma's 20-F and other documents on file
with the US Securities and Exchange Commission. Factors that could cause
differences between actual results and those implied by the forward-looking
statements contained in this news release include, without limitation, risks
related to the development of new products, risks related to obtaining and
maintaining regulatory approval for existing, new or expanded indications of
existing and new products, risks related to SkyePharma's ability to manufacture
products on a large scale or at all, risks related to SkyePharma's and its
marketing partners' ability to market products on a large scale to maintain or
expand market share in the face of changes in customer requirements, competition
and technological change, risks related to regulatory compliance, the risk of
product liability claims, risks related to the ownership and use of intellectual
property, and risks related to SkyePharma's ability to manage growth. SkyePharma
undertakes no obligation to revise or update any such forward-looking statement
to reflect events or circumstances after the date of this release.
The information contained herein does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any jurisdiction.
These materials are not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration or an
exemption from registration under the US Securities Act of 1933. The Company
does not intend to register any portion of such offering in the United States or
to conduct a public offering of the ordinary shares in the United States.
For further information please contact:
SkyePharma PLC +44 207 491 1777
Frank Condella, Chief Executive Officer until noon GMT: +44 207 466 5000
thereafter: +44 207 491 1777
Ken Cunningham, Chief Operating Officer
Peter Grant, Finance Director until noon GMT: +44 207 466 5000
thereafter: +44 207 491 1777
Buchanan Communications (UK) +44 207 466 5000
Tim Anderson / Mark Court / Rebecca Skye Dietrich
Trout Group (US)
Seth Lewis +(1) 617-583-1308
Notes for editors
About SkyePharma
SkyePharma PLC develops pharmaceutical products benefiting from world-leading
drug delivery technologies that provide easier-to-use and more effective drug
formulations. There are now eleven approved products incorporating SkyePharma's
technologies in the areas of oral, injectable, inhaled and topical delivery,
supported by advanced solubilisation capabilities. For more information, visit
www.skyepharma.com.
About Blue Acquistion Corp.
Blue Acquisition Corp., a Delaware USA, corporation is controlled and funded by
a group of financial investors including MPM Capital, OrbiMed and Sanderling
Ventures, which led the transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SkyePharma PLC
By: /s/ John Murphy
Name: John Murphy
Title:
Company Secretary
Date: January 09, 2007