LONDON, UK: Ashington Innovation plc has entered into a non-binding heads of terms agreement with Calon Cardio-Technology Limited, to acquire 100% of the outstanding shares in Calon in an all-share transaction.

The acquisition is subject to the completion of the proposed reverse takeover of Cell Therapy Limited (CTL) announced on 19th August 2023 as well as customary legal, financial, and other due diligence for a transaction of this type and entry into a legally binding sale and purchase agreement.

Calon Cardio-Technology is a UK medical device company developing a Left Ventricular Assist Device (LVAD), an implantable heart pump for patients with severe heart failure. Calon’s proprietary LVAD is registered under the trademark Mini-VAD.

Ashington was formed as a special purpose acquisition company with the intention of acquiring businesses operating in the technology sector.

On 17 August 2023, Ashington announced it had signed a non-binding heads of terms agreement to acquire Cell Therapy Limited, trading as Celixir, via reverse takeover, which led to the suspension of its shares pending completion of the transaction.

The addition of Calon dovetails with the proposed Cell Therapy acquisition and demonstrates the Company’s broader strategy to form a material regenerative medicine company in the UK that addresses the sizeable heart failure market.

The enlarged group will be led by Executive Chairman, Dr Darrin M Disley OBE, an experienced private/public company CEO and Director and a successful and highly regarded biotech entrepreneur. Prof. Sir Martin Evans will serve as the Group’s Chief Scientist and eminent heart surgeon and founder of Calon, Prof. Steve Westaby, will serve as Chief Medical Officer.

On 23 August 2023 Ashington entered a non-binding heads of terms agreement with Calon for the acquisition of 100% of the issued share capital of Calon for a purchase price of £39 million, to be satisfied by the allotment and issue of new ordinary shares in Ashington Innovation PLC to the shareholders of Calon.

On completion of the proposed acquisition, it is Ashington’s intention to seek admission of its enlarged ordinary share capital and related financing, to the Standard Segment of the Official List of the Financial Conduct Authority (FCA) and to trading on the Main Market of the London Stock Exchange.

Jason Smart, Founder of Ashington Innovation, commented: “We are delighted to be able to announce our broader strategy namely, to create a material regenerative medicine group by combining some of the most innovative British companies. The biotech and MedTech sectors present compelling opportunities to create value for shareholders and the Proposed Acquisition of CTL and Calon represent high-quality targets with experienced and expert leadership teams.

“CTL aligns with Ashington’s stated IPO objective to acquire a firm with a technology nexus, global intellectual property protection and a business plan built on delivering defined clinical development milestones that represent meaningful value inflections to shareholders.

“The addition of Calon adds significant synergy in developing next generation therapies that address unmet needs in highly attractive cardiac healthcare market and augments the position of the enlarged company for sustainable value accretion. We look forward to supporting CTL and Calon with their mission to develop high innovative first-in-class therapies.”