Date: 2012-12-16
Type of information: Company acquisition
Acquired company: Intercell (Austria)
Acquiring company: Vivalis (France)
Amount: €133 million
Terms: * On May 28th, 2013, Valneva has announced the completion of the merger of equals between Vivalis and Intercell, creating a new European biotech company focusing on vaccines and antibodies. As announced on December 16th 2012, Valneva plans to launch, subject to market conditions and to the approval from the French Autorité des marchés financiers on the Prospectus which will be prepared for this purpose, rights issue of an envisaged amount of € 40 million. Goldman Sachs International and Société Générale Corporate and Investment Banking are acting as advisors on the merger. Credit Agricole Corporate and Investment Bank and Société Générale Corporate and Investment Banking are acting as Joint Lead Managers and Joint Bookrunners for the rights issue.
* On March 7, 2013, Vivalis and Intercell have announced that the Extraordinary General Meeting of both companies have now approved the proposed merger of equals between Intercell and Vivalis to create Valneva SE. In Extraordinary Shareholders’ Meeting of Vivalis held in Nantes, France, all resolutions were approved by its shareholders. A majority of 99,12% of the represented share capital voted in favor of the merger to create Valneva SE, a biotech leader in vaccines and antibodies. A total of approximately 70% of the outstanding share capital of Vivalis SA was represented in the shareholders meeting.
Following the approvals of the both shareholders the merger is now only subject to completion of certain administrative steps and is expected to close in May 2013. Subject to the approval of the French market authorities, Valneva SE will launch a €40 million capital increase shortly after the completion of the merger.
* On February 28, 2013, Vivalis has announced that Intercell’s Extraordinary General Meeting has approved all resolutions, and the proposed merger of equals with Vivalis to create Valneva was validated by 97.4% of votes. The quorum was met, with a total of approximately 33.7% of Intercell AG’s outstanding share capital being represented at the shareholders meeting.
The next phase in the merger’s validation process will be the Vivalis EGM, to be held on 7 March 2013. As previously announced, Vivalis has received irrevocable undertakings from Groupe Grimaud and other Vivalis shareholders to use their aggregate 68.5% of Vivalis voting rights to vote in favor of the merger.
* On January 28, 2013, Vivalis and Intercell have announced that the French merger document (Document E) has been registered by the Autorité desmarchés financiers (AMF) on 23 January 2013. Intercell and Vivalis General Meetings have been convened and will take place on 27 February 2013 and 4 March 2013 respectively
Merger is expected to close in May 2013, after which Valneva intends to launch a € 40 million capital increase, subject to regulatory approval. The two companies have also finalized the proposed governance of Valneva, agreeing on the following initial Supervisory Board (Conseil de Surveillance) composition:
• Frédéric Grimaud (Chairman), Alain Munoz and Michel Gréco proposed by Vivalis
• Prof. Alexander von Gabain, James Sulat, and Prof. Hans Wigzell proposed by Intercell
• Anne-Marie Graffin proposed by the Fonds Stratégique d'Investissement (“FSI”), to be nominated upon closing of the planned capital increase.
* On December 16, 2012, the Management Boards of Vivalis and Intercell have agreed the terms of a merger to create the newly-named Valneva, a leading European biotechnology company in vaccines and antibodies.
Details: Simultaneously with the completion of the Merger, Vivalis will be converted into a European Company with a Management Board and a Supervisory Board. It will also change its corporate name to Valneva and will transfer its headquarters to Lyon. The Supervisory Board will be chaired by Fréderic Grimaud, currently Chairman of the Supervisory Board of Vivalis. The remainder of Valneva’s Supervisory Board will be comprised of two additional members proposed by the Supervisory Board of Vivalis, three members proposed by the Supervisory Board of Intercell, and one member to be proposed by the FSI (upon completion of the planned € 40 million rights issue). Michel Greco, a member of both Intercell’s and Vivalis’ Supervisory Boards, has resigned from the Supervisory Board of Intercell. Upon closing of the merger, he will be a Supervisory Board member of Valneva.
Shortly following completion of the merger, Valneva intends to launch a € 40 million rights issue, where its shareholders will have the right to subscribe on a pro rata basis. This capital increase is already secured. Several commitments have already been received:
• The FSI has undertaken to participate in the rights issue for 62.5% of the total size of the offering, up to € 25 million
• Groupe Grimaud and Unigrains (one of Groupe Grimaud’s long-term shareholders) have irrevocably undertaken to subscribe in aggregate to the rights issue for € 5 million
• Two banks have committed to underwrite € 10 million under market-standard terms and conditions
The merger will create an integrated company with greater scale and diversification, strengthened financial profile and complementary talent and capabilities:
• Diversified revenue streams from a marketed vaccine against Japanese Encephalitis Virus and income from multiple commercial technology licenses
• A broad portfolio of promising partnered product candidates including a pandemic Influenza vaccine in Phase III, a Pseudomonas vaccine in Phase II/III and a Tuberculosis vaccine in Phase II
• A portfolio of validated and commercialized technology platforms including the EB66® cell line for human and veterinary product development which is becoming the industry standard, the VIVA|Screen™ antibody discovery platform and the IC31® novel adjuvant
• € 5-6 million of expected cost synergies, on an annual run-rate basis, achieved within two years following completion of the merger
• Substantially improved financial profile with a combined cash balance of € 94 million as at 30 September 2012 (adjusted for the planned €40 million rights issue and the repayment of Intercell’s outstanding convertible bond).
Related: vaccines
antibodies
