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12 December 2000
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Medical Researchers (of Australia) – Unite !
# of Shares (post IPO):
Market Cap (at Share Offer): $32M Issue Price:
% All Ords:
Biotron Ltd is an Australian biotechnology research company focusing on drug development. The company intends to raise $12m, in an IPO, to fund research with a view to licensing outcomes to internati onal pharmaceutical companies. The company is based at the John Curtin School of Medical Research (JCSMR), at the ANU in Canberra, and employs several academics under a consultancy arrangement with them.
Biotron’s Director of Research, Professor Peter Gage, also holds the position of Professor of Physiology at JCSMR and is highly regarded in the scientific community for his work on the functional and pharmacological properties of ion channels, the basis of the company’s core platform technology.
Structural issues in the global pharmaceutical industry are creating opportunities for small biotechnology research companies. Biotron is seeking to exploit these opportunities with a novel platform technology developed at JCSMR. The company has recognised expertise in the area of “ion channel” activity, which underpins the bulk of its pipeline projects.
At this stage, the company has developed only one compound to pre stage 1, namely “Virion”. “Virion” has shown anti-viral activity against HIV “in vitro” and is considered the most likely candidate for out-licensing in the short term (less than 3 years). We expect the upside potential in the stock to progressively accrue with the out-licensing of this compound to a major pharmaceutical company. The downside risk for investors are delays in achieving any licensing related outcomes.
Notwithstanding the long lead time required for the commercialisation of Biotron’s seven project portfolio, we have valued (NPV) the company’s three more mature projects (CT-1, CT-2, Virion) at 72 ¢ per share. In light of our assumptions (see Scenario analysis) we believe at an initial share offer price of 50 ¢ investors receive the balance of the portfolio pipeline for free. We believe Biotron offers exposure to the e xciting, if somewhat speculative, end of the biotechnology sector.
Number of free Options offered (I Option for every 4 Shares)
Options Exercise Price (Exercisable 30/6/02)
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Management intends to use the capital raised in the float to:
• Fund Intermediate and Applied Research of C-Test and Virion • Fund Intermediate Research of Other Projects • Fund Research Support and Other Expenses
Biotron was established to invest in and co-ordinate “intermediate” research projects
based on intellectual property (IP) developed at the John Curtin School of Medical Research (JCSMR), at the Australian National University (ANU). The company’s core focus is the licensing of compounds arising from these research projects to third parties, such as pharmaceutical companies, for eventual commercialisation. Biotron aims to derive revenues from upfront, milestone and royalty payments in addition to cooperative development options and government grants.
Upon incorporation in February 1999, the company entered an agreement with the
ANU and Anutech Pty Ltd (ANU’s commercial arm) which post listing, provides for - an exclusive, royalty-free, worldwide licence to “basic” or primary research existing at the time of listing; ownership of IP developed arising from the “intermediate” or developmental research conducted on basic research at time of listing ; and a right of first refusal to fund any “basic” research which is deemed commercially valuable arising from current and associated projects. Biotron does not intend conducting “basic” research per se.
Biotron has articulated a two-pronged strategy. The initial focus, and major application
of funds raised, will be on the development of three lead projects; two cancer diagnostics, and a compound based on the ion channel platform technology “Virion”, targeting HIV to the stage of commercialisation. The second area of focus is on the ongoing development and application of the company’s ion channel platform technology. To date, Biotron has assembled four lead projects based on th e ion channel platform technology. These are: Hypoxion, Gabion, Muscion and GeneTrans. In both cases, Biotron intends to license out the resulting compounds for clinical development and commercialisation to third parties such as pharmaceutical companies.
Principal Activities & Key Projects
The company is currently managing seven key projects targeting a number of attractive target markets (see table 1) which will constitute the ANU’s provisionally patented “basic” research IP post listing. Three of these projects, namely CT1, CT2 and Virion (also know as C9), have been earmarked for near term commercialisation as potential out-licensing candidates. A primary area of research activity is the application of Biotron’s novel ion channel platform technology, which underpins four of the seven lead compounds so far developed.
TABLE 1. BIOTRON R&D PROJECT PORTFOLIO
Time to market**
*Reduced oxygen in arterial blood symptomatic of Heart Attack or Stroke conditions. ** Anticipated by management
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Strategic alliance with JCSMR
. The John Curtin School of Medical Research
(JCSMR), based at the Australian National University (ANU) in Canberra, is a leading
medical research institute in Australia. The institute boasts three Nobel Prize winners
and has to date housed the research projects leading to Biotron’s core platform
technology in ion channels. Biotron’s strategic alliance with the John Curtin School of
Medical Research (JCSMR) provides a valuable link to a well-recognised centre of
research excellence. We believe, in the absence of peer reviewed scientific research,
given the precarious nature of provisional patent approva ls and the associated risk to
intellectual property, such an alliance provides unofficial endorsement of the rigour of
Biotron’s research methodology and large Pharma visibility. Previous associations of
JCSMR with biotechnology companies include an early stage association with
currently leading Australian biotech player, Biota. We note Biotron has secured the
right to continue conducting basic research at JCSMR at no cost.
Intellectual Property Rights secure
. Biotron has secured the intellectual property
rights (IPR) from the ANU, and Anutech Pty Ltd, to develop and commercialise existing
intellectual property represented by Biotron’s current projects. In addition, Biotron has
obtained the IPR to all existing and future “Intermediate Research”. Thirdly, Biotron
has secured a first right of refusal to fund any Basic Research arising from the
Membrane Biology Program, the Molecular Genetics Program, the Immunology
Program and any other associated program with commercial potential. Clearly,
ownership of any results stemming from Biotron’s research projects forms an integral
part of the value of the company. Patent position notwithstanding, we view Biotron’s
IPR agreement as a major strength and a key driver of the company’s long term
Ion channel expertise a strong platform from which to build
. Ion channels are
protein pores in the cell membrane through which ions pass subject to an
electrochemical gradient. Ion channels are classified broadly by the principal ion they
carry (sodium, potassium, calcium, chloride) and the mechanisms by which they are
opened and closed. The multiple roles of ion channels in normal and altered
physiology explain some current pharmacological mechanisms and point to potentially
promising new interventions and therapeutic strategies.
Research Director and founder of Biotron, Professor Peter Gage, was awarded an Award of a Special Research Centre by the Australian Government in 1982 for research on nerve and muscle ion channels. Recently, evidence has begun to e merge of other roles for ion channels such as in the development of cancer, tumour invasion,and possibly metastasis. Biotron’s portfolio of scientific projects is largely based on applications of its understanding/expertise of ion channel activity in cell membranes and therefore provides a potentially strong platform to build new applications.
Solid technical expertise of senior management and board of directors
believe the senior management and board of directors have a good balance of
entrepreneurial and technical industry experience. Recently appointed Managing
Director, Dr Noel Chambers, completed his PhD at Sydney University’s Department of
Pharmacology, and was most recently employed as Business Development Manager
with the US-based multinational biotech company Promega Corporation. In that role,
Dr Chambers was responsible for technology transfer and expansion of the company
outside of the United States, which we believe, be a valuable skill set given Biotron’s
early stage of development. In addition, he is currently the industry division convenor
for the Australasian Research Management Society and was appointed as MD of
Biotron in October 2000.
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TABLE 2. BIOTRON KEY PERSONNEL
Board of Directors
Dep. CEO and Ed.Director of John Fairfax Ltd
Bus. Dev. Manager with Promega Corp Ltd.
Executive-Research Director MB, ChB, PhD, DSc
Co-founder of Cochlear, Founding dir. ResMed
Currently chairman of Scott's Acorn Pty Ltd
Other Senior Management
Various fin roles in in Aust, USA and Europe
DipAp Sci (Agric), MAICD CSIRO, ICI, and ANU
Ass.Prof of Obst. & Gyn at Uni. Adelaide
Current Head of Molecular Medicine (JCSMR)
Prof. Of Bioch. and Molecular Biology (JCSMR)
Virion (& C9) Project Leader BSc(Hons), PhD
Disc. the anti-HIV-1 activities of C9 at JCSMR
Head of Immunology & Cell Biology (JCSMR)
Key Research Personnel.
Individual projects will be continue to be managed by
existing key research personnel at JCSMR and supervised by a special purpose
Research Panel. The panel will be bring together the Managing Director, Th e
Research Director, a research adviser and three other members to steer ongoing
research. We believe the coupling of the Managing Director with key research
personnel ensures a commercial focus without compromising the scientific integrity or
Advanced research projects provide near term revenue visibility.
three key projects in advanced stages of development ; CT1, CT2 and Virion. We
anticipate any positive news announcements associated with the ongoing
commercialisation of these products should provide short-term catalysts for investor
interest and triggers for breakthrough share price movements.
Negotiation/Out-licensing skills with third parties untested
. An issue for Biotron is
its limited experience with negotiations of out-licenses to third party developers. A risk
in licensing out at early stages of drug development is the transfer of earnings upside
to the potential licensee. Typically, the earlier a compound is licensed in its drug
development cycle the less valuable the revenues derived from these licensing
Current provisional patents governing ion channel technology
methodology for research funded by the ANU to date belong to the University.
to ANU’s Head Agreem ent, with Biotron, the company upon listing will be granted an
exclusive, royalty-free, worldwide licence to develop, commercialise and sub-licence
these patents to third parties. However, all basic research IPR existing at the date of
listing, other than the ANU Patents, becomes Intermediate Research IPR and the
property of Biotron (to the extent owned by Biotron). Our primary concern here is on
the provisional status of ANU’s patent position, which exposes Biotron to downstream
risk, and to a lesser ext ent on the potential commercial restrictions such an
arrangement may produce.
Alliance with ANU
. The current arrangement with ANU allows minimal operating costs
However, unforeseen changes in circumstances such as working relationship
problems or space constraints may require Biotron to relocate premises and incur
related additional costs.
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Key personnel risk.
Ongoing research is largely dependent on continuing services
and commitment of key personnel. It remains to be seen how an overtly commercial
focus will impact the internal culture of the research project team. A further
consideration being management’s ability to attract, develop, motivate, retain and
effectively utilise auxiliary staff given the long lead times involved in basic research.
That said, post listing key personnel/ and associates will hold over 40% of total shares
on issue, which we believe will align interest with those of shareholders .
. We consider the balance of commercial and technical expertise secure
at this stage. As the company develops more commercial skills will be needed.
TABLE 3. TOTAL SHAREHOLDERS (POST IPO)
Project risk associated with in-vivo assessment of C9.
Biotron’s lead antiviral
compound, Virion (C9) has been shown to interfere with viral replication when tested
on mammalian cells in vitro. We note further assessment of the compound “in-vivo”
represents a significant project risk.
Attractive target end markets.
The respective sizes of Biotron’s target end markets
is compelling and provides significant earnings growth opportunities even with modest
market penetrations provided an equitable out-licensing agreement can be reached
with an international player.
TABLE 4. BIOTRONS TARGET END MARKETS
Target end market size (AUD$)
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Competition and long- term R&D horizons create business risk.
The majority of
Biotron’s standalone patentable projects, setbacks notwithstanding, are not expected
to reach commercialisation stage prior to CY2005. Given the terms and conditions of
Biotron’s agreement with ANU, the company’s proprieta ry value add and therefore
earnings’ potential will be determined in the intermediate research stage. That said,
we do not anticipate early licensing agreements in the near term and recognise the
company is exposed to the risk of other competitors reaching target end markets with a
more sophisticated product.
Competition and Out-licencing.
A further consideration with regard to competition is
the prospect of potential licensees conducting R&D aimed at similar target end
markets. We note, there are com peting drug development programs in most of the
major disease areas targeted by Biotron, many of these conducted by major
pharmaceutical companies and therefore potential licencees.
We have modelled future cash flows from Biotron’s three more mature projects (CT1, CT2, Virion) using the key assumptions listed below to arrive at an estimated NPV per share of 72¢. This approach does not attribute any value to Biotron’s four other current projects.
TABLE 5. NPV KEY ASSUMPTIONS
Regulatory approval process
Patent term Royalty stream (%) Terminal Mkt Share
NPV Discount rates
Target Mkt Size ($M)
Comm. of Sales
Peak sales (Av.5 yrs)
Shares on issue (M)
NPV per share ($)
The table below highlights the company’s anticipated funding requirements. In the
absence of a major license deal or other source of funding, and assuming issued options (exercisable 30/6/02 @ 60¢) are exercised, we estimate the company will experience funding pressure by 2003.
TABLE 6. FUNDING PROJECTIONS
Sources of Funds
Proceeds from the exercise of Bonus Options
Total Sources of Funds
Application of Funds
Total Application of Funds
Cash Balance on Hand
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Intense competitive pressure on pharmaceutical companies to maintain a consistent flow of innovative products to the market, and industry consolidation, is creating outsourcing opportunities for biotechnology and drug discovery companies. The three key criteria for large pharmaceutical companies and potential in-licensers are: a novel mechanism of action, phase of drug development, and the availability of other products. Other important issues for the pharmaceutical companies are synergies with existing product/therapy portfolios and the timing of licensing in the product lifecycle. Cancer, HIV and CNS are seen as the most commercially attractive areas for investment by pharmaceutical companies, both now, and in the foreseeable future due to a high unmet need.
We believe Biotron’s core strength lies with its ion channel expertise. Notwithstanding the advanced stage of several key projects the company leads the market in a relatively novel approach to a number of traditional disease targets including Cancer, HIV and CNS disorders . At this stage, the company has identified only one compound, “Virion”, which could be classed as a lead compound. Virion has shown anti -viral activity against HIV “in vitro” and is considered the most likely candidate for out-licensing in the medium term (2-3 years). The major downside risk for investors are delays in achieving any licensing related outcomes.
Notwithstanding the long lead-time required for the commercialisation of Biotron’s seven project portfolio, we have valued (NPV) the company’s three more mature projects (CT-1, CT-2, Virion) at 72 ¢ per share. In light of our assumptions (see Scenario analysis) we believe at an initial share price offer of 50¢, investors receive the balance of the portfolio for free.
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