Advestra advises Kinarus Therapeutics Holding AG and Curatis AG on the Combination of Their Businesses by Way of Reverse Merger

On 29 Janu­ary 2024, Kinarus Thera­peut­ics Hold­ing AG (“Kinarus”) and Curatis AG (“Curatis”) announced that they had 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 the 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 (Konkur­s­ver­wal­tung) 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 law and cor­por­ate law. The team includes Sandro Fehl­mann, Thomas Reut­ter, Roland Truffer, Sandro Bojic, Annina Ham­mer Valérie Bayard, Luca Schmid and Mar­tina Giac­ometti (all Corporate|M&A and Cap­it­al Markets).