Date: 2016-05-31
Type of information: Company acquisition
Acquired company: Effimune (France)
Acquiring company: OSE Pharma (France)
Amount:
Terms: * On May 31, 2016, OSE Pharma announced the approval of resolutions submitted to shareholders during the Combined General Shareholders' Meeting of May 31, 2016, including approval of the merger with Effimune, a biotechnology company specializing in immune regulation. OSE Immunotherapeutics, the new entity resulting from the merger, will develop innovative treatments aiming at activating or regulating the immune system to restore immune disorders in immuno-oncology, autoimmune diseases and transplantation. The agreement will take the form of a merger by OSE Pharma of Effimune at the end of which the shareholders of Effimune will receive 1.93 newly issued shares of OSE Pharma (corresponding to an issuing of approximately 4 million OSE Pharma new shares) in exchange for each 1 held share of Effimune. To reflect the change in company profile brought by the merger, it is expected that OSE Pharma will be renamed “OSE Immunotherapeutics”, and the headquarters will be transferred from Paris (France) to Nantes (France), reflecting Effimune’s strong academic establishment.
Dominique Costantini is the Chief Executive Officer of OSE Immunotherapeutics and Maryvonne Hiance, Vice Chairman of OSE Immunotherapeutics’ Board of Directors. In addition to the appointment of Maryvonne Hiance as Vice Chairman of OSE Immunotherapeutics’ Board of Directors, alongside Chairman Emile Loria, the company’s shareholders have approved the appointment of two independent Directors from Effimune - Sophie Brouard, Co-director of the UMR Santé Nantes, specialized in immunology of transplantation and autoimmune diseases, and Didier Hoch, who has extensive experience in the field of vaccines acquired within the pharmaceutical industry (Sanofi Pasteur MSD). Additional appointments include Dominique Costantini as Chief
Executive Officer, Bernard Vanhove as Chief Operating Officer in charge of R&D and International Scientific Collaborations, and Alexis Peyroles as Chief Operating Officer in charge of Operations, Finance and Business Development and Director, representing the employee shareholders.
The shareholders of both companies approved all of the resolutions, with the exception of the 28th resolution (delegation for share capital increase reserved for employees) which was rejected, as proposed by OSE Pharma’s Board of Directors.
The General Meeting of OSE Pharma has approved the merger with Effimune with an approval rate of 99.16 %.
* On April 15, 2016, OSE Pharma and Effimune announced the signing of the Merger Treaty to create OSE Immunotherapeutics, a player in the field of activation and regulation immunotherapy. The terms of the merger will be submitted for approval to the shareholders of the two companies during the next General Meetings which will be convened on May 30, 2016 for Effimune and on May 31, 2016 for OSE Pharma. The Merger Treaty, signed following announcement of the merger project on February 24, 2016, confirms the terms of the proposed transaction. After completion of the merger, the shareholders of OSE Pharma will hold approximately 71% of the capital of the merged entity and the shareholders of Effimune will own approximately 29%.
Details: OSE Pharma is an immuno-oncology company with a specific immunotherapy activating T lymphocytes, currently in a registration Phase 3 study in Europe and the U.S. for its lead product, Tedopi®, in the treatment of non small cell lung cancer. OSE Pharma’s proprietary Memopi® technology is based on “neo-epitopes” (small synthetic peptides chemically modified to increase the binding the HLA A2 or TCR receptors) which activate a cytotoxic T-cell response and leads the immune system to destroy cancer cells. More than 10,000 epitopes were selected to obtain a therapeutic universal T vaccine.
Effimune is a biotech company specialized in immune regulation for applications in transplantation, autoimmunity and cancer immunotherapy. The company is a spin-off of the Nantes Institute of Transplantation Urology Nephrology-(ITUN), created in December 2007. Effimune’s therapeutic strategy is based on the modification in the balance between effector and regulatory immune cells. The biological drugs Effimune develops are aimed at restoring the natural balance of these cells by targeting the molecular checkpoint.
Related: Cancer - Oncology Immunotherapy
