Date: 2014-04-16
Type of information: Company acquisition
Acquired company: Topotarget (Denmark)
Acquiring company: BioAlliance Pharma (France)
Amount:
Terms: * On July 23, 2014, BioAlliance Pharma and Topotarget announced that the cross-border merger between the two companies is legally effective as of 22 July 2014 to create Onxeo, dedicated to orphan oncology diseases. BioAlliance Pharma, as the absorbing entity, will remain admitted to trading on Euronext Paris and will file for approval on the secondary trading and official listing on NASDAQ OMX Copenhagen. The final corresponding calendar will be announced shortly. The company will then operate under the name of Onxeo. * On June 30, 2014, BioAlliance Pharma and Topotarget announced that the shareholders of both companies have approved all the resolutions related to the proposed cross-border merger between Topotarget A/S and BioAlliance Pharma SA on June 27, 2014 and June 30, 2014, respectively. The combined entity aims to become a leading orphan oncology company and will be renamed Onxeo upon completion of the merger. The shareholders also approved the appointment of Orfacare Consulting GmbH, represented by Mr. Bo Jesper Hansen, and of Mr. Per Samuelsson, of HealthCap, as board members of Onxeo, effective as of the completion of the merger. As previously announced, Judith Greciet will be the CEO of Onxeo and Patrick Langlois the Chairman of the Board of Directors. Following approval of the merger by the companies' shareholders, the completion of the merger is now subject to registration by the relevant French and Danish authorities, which is expected to occur in the course of July 2014. * On June 20, 2014, BioAlliance Pharma announced that it has received a pre-approval from NASDAQ OMX Copenhagen for the secondary listing and admission to trading on NASDAQ OMX Copenhagen of the shares of BioAlliance Pharma SA, subject to completion of the merger of Topotarget and BioAlliance Pharma, resulting in the creation of Onxeo. The merger will be submitted to the vote of Topotarget and BioAlliance Pharma shareholders, respectively on June 27, 2014 and on June 30, 2014. Once the merger is completed and subject to the renewed approval by NASDAQ OMX, the shares of Onxeo will be listed on both Euronext Paris and NASDAQ OMX Copenhagen stock markets in order to allow Topotarget shareholders, who will become Onxeo shareholders, to remain able to trade their Onxeo shares on the Danish stock market. The shares of the merged company will be identified with the ticker “ONXEO” on Euronext Paris and NASDAQ OMX Copenhagen stock markets. * On May 28, 2014, BioAlliance Pharma announced that the Autorité des Marchés Financiers has registered the « Document E » (n° E.14-034) and granted clearance on the “Prospectus d’admission” (n° 14-232) related to the proposed cross-border merger of Topotarget A/S into BioAlliance Pharma SA. * On May 21, 2014, BioAlliance Pharma and Topotarget announced the signature of a definitive merger plan to create the combination of BioAlliance Pharma SA and Topotarget A/S to be operating under the new name, Onxeo, with the aim of becoming a global leader in orphan oncology. The merger agreement has been unanimously approved by the Boards of Directors of both companies. The merger plan confirmed the terms of the merger agreement announced on April 16, 2014, whereby the continuing entity will be BioAlliance Pharma and the exchange ratio of 2 newly issued shares in BioAlliance Pharma for every 27 Topotarget shares held, resulting in shareholders of BioAlliance Pharma holding approximately 2/3 and existing Topotarget shareholders 1/3 of BioAlliance Pharma, to be named Onxeo. The merger is endorsed by the two largest institutional shareholders of both companies - in the case of BioAlliance Pharma by Financière de la Montagne and Idinvest Partners, representing 18.8% of the undiluted share capital of BioAlliance Pharma, and in the case of Topotarget by HealthCap funds and HBM Healthcare Investments, representing 12.6% of the undiluted share capital of Topotarget - all of whom have agreed to vote in favor of the merger proposal at the upcoming extraordinary general meetings of the respective companies. Onxeo will be led by Judith Greciet, Chief Executive Officer of BioAlliance Pharma. Mr Patrick Langlois will continue in his role as Chairman of Onxeo. The Board of Directors of Onxeo will be strengthened by the arrival of Dr Bo Jesper Hansen, currently Chairman of Topotarget, and Mr Per Samuelsson, Partner in the HealthCap venture capital funds. The merger is expected to be completed in July/August 2014. BioAlliance Pharma, listed on Euronext Paris, will apply for a dual listing of its shares at NASDAQ OMX Copenhagen. The merger will be submitted for approval by extraordinary general meetings of shareholders to be held respectively by Topotarget on June 27, 2014 and BioAlliance Pharma on June 30, 2014. * On April 16, 2014, BioAlliance Pharma, a French company specialized in the development of drugs within orphan oncology diseases, and Topotarget, a Scandinavian-based biopharmaceutical company, have announced their intention to merge to create a leading orphan oncology company with a highly complementary pipelines of late-stage products addressing significant unmet medical needs. The merger agreement has been unanimously approved by the Boards of Directors of both companies. Under the terms of the merger agreement, BioAlliance Pharma will be the continuing company and shares issued by Topotarget will be exchanged to the effect that shareholders of Topotarget will receive 2 newly issued shares in BioAlliance Pharma for each 27 Topotarget shares held, resulting in shareholders of Topotarget owning approximately 1/3 of the shares in the merged company, while existing shareholders of BioAlliance Pharma will hold approximately 2/3. The merger will result in a broadened shareholder base with increased market capitalization, and a strengthened value proposition for US and European based investors. The merger agreement is endorsed by the two largest institutional shareholders of both companies - in the case of BioAlliance Pharma by Financière de la Montagne and Idinvest Partners, representing 18.8% of the share capital of BioAlliance Pharma and in the case of Topotarget by HealthCap funds and HBM Healthcare Investments, representing 12.6% of the non-diluted share capital of Topotarget - who have agreed to vote in favor of the merger proposal at the upcoming extraordinary general meetings of the respective companies. Shares issued by Topotarget will be exchanged to the effect that shareholders of Topotarget will receive 2 newly issued shares in the continuing company, BioAlliance Pharma, for 27 Topotarget shares held, resulting in shareholders of Topotarget owning approximately 1/3 of the shares in the merged company, while existing shareholders of BioAlliance Pharma will hold approximately 2/3. The merger will be structured as a tax exempt cross-border merger in accordance with Danish, French, and EU legislation. The merger proposal is, among others, subject to approval at extraordin
Details: Following the merger of the two biopharmaceutical companies, BioAlliance Pharma will be operating under the name of Onxeo, The new entity will be supported by a complementary pipeline of late-stage products with several significant value-creating events anticipated in both the short and medium term, and will benefit from operational efficiencies, combined knowledge-sharing, and a diversified revenue stream driving growth Topotarget\'s primary product, belinostat, is a novel pan-HDAC (histone deacetylase) inhibitor with more than 1,100 patients treated. The drug is in a pre-registration phase with the FDA for the treatment of relapsed or refractory PTCL (peripheral T-cell lymphoma). Following the assignment of a Prescription Drug User Fee Act, the expected date for an approval is August 9, 2014. The approval would trigger a milestone cash payment of $ 25 million from Topotarget's US partner, Spectrum Pharmaceuticals as well as a double-digit royalty of sales going forward. The compound has potential for being explored into other rare cancer indications within hematology and solid tumors. Topotarget holds the exclusive rights outside North America and India. BioAlliance Pharma has two products in late-stage development. Livatag® is currently in a pivotal phase III clinical trial in primary liver cancer, with potential estimated sales of 800 million euros and patent protection until 2032. Validive®, the second most advanced product of BioAlliance Pharma\'s orphan oncology program, was granted Fast Track Designation by the FDA for the prevention and treatment of oral mucositis induced by anticancer treatments in January 2014 and preliminary data from a large international phase II trial are expected in Q4 2014.
Related: Cancer - Oncology Orphan drugs
