Date: 2012-02-17
Type of information: Company acquisition
Acquired company: Amsterdam Molecular Therapeutics (The Netherlands)
Acquiring company: uniQure BV (The Netherlands)
Amount:
Terms: AMT has entered into a definitive agreement with Amsterdam-based uniQure to acquire the assets and certain liabilities of AMT in return for unlisted uniQure depositary receipts (“DRs”), which may be exchangeable for uniQure shares as described further below. There is no cash component to the consideration. The proposed transaction has been evaluated by a special committee of the board (“Special Committee”) together with Ernst & Young, which has advised the Special Committee that the Transaction is fair and reasonable so far as AMT shareholders are concerned. The disposal of the company’s programs, assets and certain liabilities has been unanimously approved by the board of supervisory directors, which recommends that AMT shareholders adopt the resolution at an Extraordinary Shareholder Meeting on March 30, 2012.
On completion, uniQure will receive additional equity funding of € 7.0 million, including € 6.0 million from Forbion Capital managed funds together with € 1.0 million in additional new financing to be secured by AMT prior to completion. In addition, uniQure will take over AMT’s liability related to the € 5.0 million convertible loan notes and accrued interest of € 0.3 million. AMT will receive one new uniQure DR for every existing issued and outstanding AMT share. AMT will subsequently be dissolved and, as an advance liquidation payment, the uniQure DRs shall be distributed to AMT’s shareholders. The uniQure DRs shall not be listed.
* On April 5, 2012, Amsterdam Molecular Therapeutics announced completion of disposal of its operations to uniQure B.V. Immediately following the completion of the disposal and consequently as per 5 April 2012, the dissolution of the company as has become effective, with Mr. Jörn Aldag and Mr. Piers Morgan being the liquidators that shall liquidate the company's dissolved property.
Details: Amsterdam Molecular Therapeutics has announced that its board of directors is recommending a substantial corporate restructuring and financing transaction which, if approved by shareholders, will result in the assets and certain liabilities being acquired by a newly formed private company, uniQure BV, and the AMT legal entity being liquidated and delisted.
This transaction will:
• support the future funding of AMT’s current gene therapy development pipeline;
• reduce operating costs; and
• enable disposal of current loan note obligations.
On the basis that the Transaction is in the best interests of AMT, its stakeholders, and the business, the Special Committee supports the Transaction and shall recommend the Extraordinary General Meeting of shareholders (“EGM”) to be held on March 30, 2012 to approve the Transaction.
uniQure will continue with AMT’s strategy to invest in the hemophilia B, GDNF and AIP programs, as well as the collaboration with Institut Pasteur on Sanfilippo B, but will not invest significant additional funds into Glybera unless and until it receives a positive decision from regulatory authorities. All employees of AMT will continue in employment with uniQure on the same terms. The members of the Supervisory and Management Boards will also transfer to uniQure, with the exception of Mr Ferdinand Verdonck, who chairs the Special Committee.
Upon completion, Forbion Capital managed funds will subscribe € 6.0 million in new equity for 9,771,987 ordinary shares in uniQure at an issue price of €0.614 per share, being the mean closing share price of AMT on NYSE Euronext in Amsterdam for the five business days prior to the date the Business Acquisition Agreement was entered into. This additional financing from Forbion funds is conditional on AMT securing an additional € 1.0 million in new equity funding on the same terms from other sources. Together, the € 7.0 million in new financing will secure the immediate future of the AMT business and is expected to enable the successful conclusion of the current partnering negotiations relating to the hemophilia B program. The majority of this new Forbion funding comes from funds that are only permitted to invest in unlisted companies and this money is therefore not available to AMT directly.
Following completion, the transferred liabilities relating to the convertible loan notes shall be converted to 5,320,000 ordinary shares in uniQure using a conversion price of € 1.00 per share. Following the Transaction Forbion will be the largest shareholder in uniQure with significant rights relating to the conduct and governance of the business.
Each AMT shareholder that on the Distribution Record Date holds at least 1,555,054 shares in AMT and that will hence receive at least 1,555,054 DRs shall be entitled to exchange its DRs for an equal number of ordinary shares in uniQure. Each AMT shareholder with fewer AMT shares shall receive the equivalent number of DRs but shall not be entitled to exchange its DRs for an equal number of ordinary shares in uniQure.
Related: Gene therapy
