Mergers and Acquisitions

Date: 2017-02-28

Type of information: Company acquisition

Acquired company: Genticel (France)

Acquiring company: Genkyotex (Switzerland)

Amount: € 30 million


  • • On February 28, 2017, Genticel, a biotechnology company developinginnovative immunotherapies, and GenKyoTex, a privately-held Swiss biopharmaceutical company and the leader in NOX therapies, announced that Genticel’s shareholders approved the resolutions implementing the strategic combination between the two companies pursuant to the contribution agreement signed on December 22, 2016, as well as the change in the Company’s name from “Genticel” to “Genkyotex”.
  • This transaction will result in the creation of a listed Franco-Swiss company called “Genkyotex” whose activity is principally devoted to the development of a pipeline of NOX inhibitors, a new therapeutic class in fibrosis and inflammatory pain.
  • Elias Papatheodorou is the Company’s new CEO while Benedikt Timmerman, former Chairman of the Management Board, is Deputy CEO responsible for overseeing the existing partnership with Serum Institute of India Private Ltd.
  • GenKyoTex ’s former shareholders now hold 80% of the share capital and voting rights of Genkyotex (ex-Genticel). The shares listed on the Euronext Paris and Euronext Brussels regulated markets will trade under the name Genkyotex with ticker “GKTX” from March 2, 2017, as soon as trading begins on the Euronext markets in Paris and Brussels.
  • • On January 31, 2017, Genticel and Genkyotex announced that the information document (Document E) drawn up in relation to the planned strategic combination between the two companies announced on December 22, 2016 was registered with the French financial market authority (Autorité des Marchés Financiers - AMF) under reference number E.17-004 on January 31, 2017. The planned contribution transaction remains subject to the approval of Genticel’s shareholders at the general meeting scheduled for February 28, 2017, being specified that the main shareholders of Genticel, representing, together with certain employees and executives, a total of 51% of the share capital and voting rights of Genticel, have undertaken to vote in favor of the transaction.
  • Admission to trading on the regulated markets of Euronext in Paris and Brussels of the new Genticelshares issued to Genkyotex’s shareholders in remuneration of their contributed shares will be requested as soon as the contribution transaction is implemented. These new shares will be fully fungible with existing Genticel shares.
  • • On December 22, 2016,  Genticel and Genkyotex’s shareholders have entered into a contribution agreement determining the terms and conditions of the contribution in kind by the existing shareholders of Genkyotex of 100% of the shares they hold in Genkyotex (on a fully diluted basis) to Genticel. Subject to the approval of Genticel’s shareholders at a general meeting to be held on February 28, 2017, at the latest, Genkyotex’s shareholders will receive 11.83551 shares of Genticel for each contributed share of Genkyotex. This exchange ratio has been agreed to between Genticel and the shareholders of Genkyotex, based on the actual value of Genkyotex established at € 120,000,000 and of Genticel established at € 30,000,000. Genticel is expected to issue a maximum total number of 62,279,9752 new shares to Genkyotex’s shareholders who, upon completion of the proposed transaction, will hold 80% of Genticel’s share capital and voting rights (this percentage does not take into account any new shares which may be issued upon exercise of any outstanding warrants and employee warrants issued by Genticel). The completion of the transaction is subject to certain standard conditions, notably, the registration of an information document (Document E) with the French financial market authority (Autorité des marchés financier – “AMF”) in accordance with article 212-34 of the AMF’s general regulation and its communication in due time to Genticel’s shareholders together with the reports of the contribution appraisers on the value of the contribution and of the fairness of the exchange ratio, the approval of the proposed contribution by Genticel’s shareholders, and the issuance of the new Genticel shares to the Genkyotex shareholders in remuneration of their contributed shares. The principal shareholders of Genticel, representing, together with certain employees or corporate officers, a total of 51% of the share capital and voting rights of Genticel, have also undertaken, subject to the contribution appraisers confirmation of the above mentioned valuation, to vote in favor of the proposed contribution transaction at the shareholders’ meeting. Upon and subject to the approval and completion of the transaction, no shareholder of Genkyotex or Genticel is expected alone or in concert to control or to hold more than 30% of the shares or voting rights of Genticel.

Details: Genkyotex, headquartered in Geneva, with a subsidiary located in Archamps, is developing a portfolio of NADPH oxidase (NOX) oral small molecule inhibitors, which have therapeutic potential for the treatment of multiple significant clinical indications with substantial unmet need. This therapeutic approach is based on a selective inhibition of NOX enzymes, which drive a broad range of disease processes, including fibrosis, inflammatory pain, angiogenesis, cancer growth, and neurodegeneration. The seven NOX enzymes form an important new therapeutic target because they modulate multiple signaling pathways implicated in disease by selectively oxidizing key proteins, lipids or DNA. Genkyotex is currently developing two first-in-class NOX inhibitors and is conducting research on multiple pre-clinical molecules: - GKT831, a NOX1 and NOX4 inhibitor for fibrotic indications, is expected to enter a Phase II clinical trial in primary biliary cholangitis  during the first half of 2017. The drug candidate has the potential to be developed in fibrotic diseases in the liver, like PBC and non-alcoholic steatohepatitis (NASH), as well as in fibrotic diseases in other organs. - GKT771, a NOX1 inhibitor targeting multiple pathways in angiogenesis, pain and inflammation, is expected to enter a Phase I clinical study during the second half of 2017. Genkyotex also has several ongoing pre-clinical programs evaluating the therapeutic potential of NOX inhibitors in central nervous system (CNS) diseases, hearing loss and oncology indications. The combined consolidated cash position of Genkyotex and Genticel should enable the new group to complete both its Phase II study in PBC with GKT831 and its first Phase I study with GKT771. Elias Papatheodorou, CEO of Genkyotex, concluded: “This transaction is an important step forward for Genkyotex as we become part of a publicly listed group, which will enable the acceleration of our clinical development and research programs. We are currently the leader in the field of NOX therapeutic discovery and development, and are preparing to initiate our Phase II clinical trial with our lead product candidate, GKT831, in PBC. The combined strong cash positions of the two companies will enable us to complete this important trial, enter early clinical development with our second product candidate, GKT771, and continue our discovery activities in other therapeutic fields. In addition, Genticel’s partnership with the Serum Institute could have a positive impact on the combined company and help support the pursuit of its development strategy.”

Related: Cancer-Oncology Infectious diseases

Is general: Yes