AQL and Farmacule merger complete

The merger of private therapeutic protein and biofuels company Farmacule and publicly-listed industrial algae specialists AquaCarotene (AQL) was completed yesterday creating a promising new Australian biotechnology company producing biofuels and plant-made compounds for use in the medical research, nutraceutical and industrial markets.

AquaCarotene issued 11.25 million ordinary and 3.75 million performance shares to Farmacule. This followed completion of the final condition for the merger, which was the receipt by AQL of $2 million from Aurora Biofuels in addition to a 15 year $18 million royalty agreement for the use of AQL’s algae ponds in Karatha. Aurora also agreed to buy all of the gravel needed for future construction from AQL.

A spin-off from the Queensland University of Technology (QUT), Farmacule is chaired by veteran Australian biotech entrepreneur Mel Bridges, also the chairman of bioimpedance specialists ImpediMed. Under the terms of the merger, Bridges will assume the role of chairman with AquaCarotene, replacing current chairman Charles Wilson. Other personnel changes include the appointment of former Farmacule executive Mike Finney to the AQL board, while Farmacule CEO David Hudson will become CEO of the newly created company.

Farmacule holds the rights to QUT’s patented INPACT technology, which is a “proprietary gene switching and amplification technology designed to increase the expression and yield in selected plants of novel proteins, enzymes and molecules of interest,” AQL said. All rights to INPACT and a number of other technologies will now be transferred to the newly merged entity.

AQL agreed that it would issue 1,250,000 of its ordinary shares to Farmacule shareholders if the plant derived Vitronectin reaches an independently verified commercial standard within six months, with a further 2,500,000 shares to be issued if it makes it to market within 12 months. Failure to meet these milestones would result in the performance shares being redeemed at $0.001 per share.