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Mergers and Acquisitions

Date: 2014-01-27

Type of information: Company acquisition

Acquired company: Trianta Immunotherapies (Germany)

Acquiring company: Medigene (Germany)

Amount: up to € 5.875 million

Terms:

  • • On July 10, 2017, Medigene announced that the company has filed a clinical trial authorization application (CTA) to begin its first clinical trial with its proprietary T-cell receptor- (TCR) modified T cells MDG1011 as an immunotherapy to treat a range of blood cancer indications. The CTA submission triggers a final milestone payment of € 2.0 million from Medigene AG to the former contributing shareholders of Medigene Immunotherapies (formerly: Trianta Immunotherapies) within the next five months. Medigene intends to settle this payment through the issuance of new shares from authorized capital. The milestone payment was an agreed part of the purchase price for the acquisition of Trianta in January 2014. With this third and final milestone payment, the total purchase price of approximately € 10 million will have been entirely settled.
  • • On May 11, 2015, Medigene has announced that the progress achieved in its recently initiated clinical phase I/II trial with dendritic cell vaccines for the treatment of acute myeloid leukaemia gives rise to a milestone payment amounting to  €700,000 to former contributing shareholders of Medigene Immunotherapies GmbH (formerly: Trianta Immunotherapies GmbH) to be made within the next five months. Medigene intends to settle this payment through the issuance of new shares from authorised capital. The number of new shares will be calculated based on the average value of Medigene's share price over the 30 days both before and from today's announcement. The milestone payment was an agreed part of the purchase price in the acquisition of Trianta in January 2014.
  • • On January 27, 2014, Medigene has acquired the Munich-based company, Trianta Immunotherapies GmbH (Trianta), a spin-off of the Helmholtz Zentrum München. The previous Trianta shareholders will receive 1,017,811 newly issued Medigene shares worth approximately € 4 million and potential incremental payments in further Medigene shares or in cash of up to a maximum total of € 5.875 million upon the achievement of future milestones. Medigene will partly utilize its authorized capital to issue 1,017,811 new shares which will be subject to a lock-up period of 12 months. This capital measure will increase Medigene\'s share capital from currently EUR 9,872,139.00 by € 1,017,811.00 to € 10,889,950.00. Medigene\'s management continues to anticipate that funding is secured until at least the beginning of 2015. Additional financial and operational guidance will be provided with the annual financial and operations report and conference call on 27 March 2014.
  • Trianta is developing three highly innovative and complementary immunotherapy platforms with programs in clinical development to treat various tumour types. Trianta\'s proprietary technologies will enhance Medigene\'s advanced pipeline with cutting-edge therapies. Prof. Dolores J. Schendel, Managing Director of Trianta and Director of the Institute for Molecular Immunology at the Helmholtz Zentrum München, is intended to join the Executive Management Board of Medigene as Chief Scientific Officer and will be accompanied by her team of 15 immunotherapy specialists from the Helmholtz Zentrum.  Transformative acquisition boosts Medigene\'s pipeline through three complementary T cell-focussed immunotherapy platforms with clinical development programs to treat cancer. Medigene focuses on clinical research and development of novel drugs against cancer and autoimmune diseases. Medigene is the first German biotech company to have revenues from a marketed product, Veregen®, which is distributed by commercial partners companies.

Details:

  • Based on more than 15 years of extensive research in the field of immunotherapy, Trianta Immunotherapies GmbH was founded late 2013 as a spin-off of the Helmholtz Zentrum München, the German Research Centre for Environmental Health. Trianta exploits the therapeutic and commercial potential of T cell-focused therapies developed by the team of Prof. Dolores J. Schendel at the Helmholtz Zentrum Munich, in collaboration with Prof. Thomas Blankenstein at the Max Delbrück Centre for Molecular Medicine, Berlin. The team of Trianta pursues three complementary immunotherapeutic strategies to target various tumour types and stages. Each one is focused on T cells, a type of white blood cell that plays a pivotal role in immunity. These programmes are focussing on next generation antigen-tailored dendritic cell (DC) vaccines, T cell receptor (TCR)-based adoptive cell therapy and T cell-targeted antibodies (TABs). Trianta\'s DC vaccines are being evaluated in two ongoing, externally funded investigator-initiated trials: a clinical phase I/II trial in acute myeloid leukaemia (AML) at the Ludwig-Maximilians University Hospital Großhadern, Munich, and a clinical phase II trial in prostate cancer at the Oslo University Hospital. Previous clinical compassionate use studies with Trianta\'s DC-vaccines have already provided encouraging data for safety and clinical benefits in several tumour types. Trianta has established a dendritic cell product platform that allows the design of next generation dendritic cell vaccines. Dendritic cells can take up antigens efficiently, process them and present them on their surface in a form that can induce T cells to divide and mature. Dendritic cells can also induce natural killer cells to become active and attack tumour cells. Trianta has established new, fast and efficient methods for preparation of autologous (patient- specific) mature dendritic cells that have relevant characteristics to activate both T cells and natural killer cells. They are developed to carry multiple tumour antigens to treat various types of cancer.
  • The second therapy approach of Trianta aims to utilize the body’s own machinery – the T cell – to target and destroy cancer by arming normal patient-derived T cells with new T cell receptors that enable them to detect and efficiently kill tumour cells. Compared to small molecule or antibody based therapies this approach can be used for new targets to fight tumours. A large army of specific T cells is made available to patients within just 10 days. Trianta is currently establishing a comprehensive library of recombinant T-cell receptors and a GMP-compliant process for their combination with patient-derived T cells.
    The third product platform of Trianta is based on the generation of monoclonal antibodies that recognize T cells on the basis of their unique T cell receptors (T cell antibodies - TABs). TABs are intended for taking out unwanted T cells to treat T cell-mediated diseases, including T cell leukemia and different types of autoimmune diseases. Trianta has established proof of technology in preclinical studies with the isolation and characterization of monoclonal antibodies with various specificities that distinguish different T cell receptors.

Related: Cancer - Oncology - Immunotherapy

Is general: Yes