Genkyotex Announces the Closing of the Acquisition by Calliditas Therapeutics of a Controlling Interest in Genkyotex
03 Novembre 2020 - 3:15PM
Business Wire
Regulatory News:
Genkyotex (Paris:GKTX) (Brussels:GKTX) (Euronext Paris &
Brussels: FR0013399474 – GKTX), a biopharmaceutical company and
the leader in NOX therapies, announced the closing of the
acquisition by Calliditas Therapeutics AB (“Calliditas”; Nasdaq OMX
– CALTX; NASDAQ - CALT) of 62.7% of Genkyotex in an off-market
transaction.
On August 13, 2020, Genkyotex announced the agreement by
Calliditas to acquire 7,236,515 ordinary shares of Genkyotex,
representing 62.7% of the share capital and voting rights from
Genkyotex’s largest shareholders and management team (the “Block
Sellers”). Having now received clearance from the French Minister
of Economy and Finance regarding foreign investments into France,
Calliditas has closed today the off-market block trade for a total
consideration of €19.75m in cash (€2.73 per ordinary share*) plus
contingent rights payable upon regulatory approvals of setanaxib,
Genkyotex’s lead asset.
Following the closing of the off-market block trade, the members
of the board of directors members other than Mr. Elias
Papatheodorou, Chief Executive Officer, have resigned. Mr Elmar
Schnee, Chairman of the board of Calliditas, Mrs Renée
Aguiar-Lucander, Chief Executive Officer of Calliditas and Mr.
Jonathan Schur, Group General Counsel of Calliditas, have been
coopted as members of the Board of directors. Mr Elmar Schnee has
been elected President of the Board of directors.
Calliditas has announced that it will, in compliance with French
and Belgian securities law, file with the French Financial Market
Authority (Autorité des Marchés Financiers – the “AMF”) a
simplified mandatory cash tender offer for the remaining Genkyotex
shares at €2.80 per ordinary share plus contingent right payable
upon regulatory approvals of setanaxib. Calliditas indicated that
the outcome from the tender offer, if approved by the AMF, is
expected to be reported in December and will be followed by a
squeeze-out of the non-tendered shares under the same terms, if
Calliditas then holds more than 90% of the outstanding Genkyotex
shares.
* Certain transaction costs (amounting to circa €0.07 per share)
have been deducted from the price paid to the Block Sellers.
About Genkyotex
Genkyotex is the leading biopharmaceutical company in NOX
therapies, listed on the Euronext Paris and Euronext Brussels
markets. Its unique platform enables the identification of orally
available small-molecules which selectively inhibit specific NOX
enzymes that amplify multiple disease processes such as fibrosis,
inflammation, pain processing, cancer development, and
neurodegeneration. Genkyotex is developing a pipeline of
first-in-class product candidates targeting one or multiple NOX
enzymes. The lead product candidate, setanaxib (GKT831), a NOX1 and
NOX4 inhibitor has shown evidence of anti-fibrotic activity in a
Phase II clinical trial in primary biliary cholangitis (PBC, a
fibrotic orphan disease). Based on its positive Phase II results, a
phase 3 trial with setanaxib in PBC is being planned. Setanaxib is
also being evaluated in an investigator-initiated Phase II clinical
trial in Type 1 Diabetes and Kidney Disease (DKD). A grant from the
United States National Institutes of Health (NIH) of $8.9 million
was awarded to Professor Victor Thannickal at the University of
Alabama at Birmingham (UAB) to fund a multi-year research program
evaluating the role of NOX enzymes in idiopathic pulmonary fibrosis
(IPF), a chronic lung disease that results in fibrosis of the
lungs. The core component of this program is a Phase 2 trial with
setanaxib in patients suffering from IPF for which the first
patient has been enrolled in September 2020. This product candidate
may also be active in other fibrotic indications.
Genkyotex also has a versatile platform well-suited to the
development of various immunotherapies (Vaxiclase). A partnership
covering the use of Vaxiclase as an antigen per se (GTL003) has
been established with Serum Institute of India Private Ltd (Serum
Institute), the world’s largest producer of vaccine doses, for the
development by Serum Institute of cellular multivalent combination
vaccines against a variety of infectious diseases. For further
information, please go to www.genkyotex.com
Disclaimer
This press release may contain forward-looking statements by the
company with respect to its objectives. Such statements are based
upon the current beliefs, estimates and expectations of Genkyotex’s
management and are subject to risks and uncertainties such as the
company's ability to implement its chosen strategy, customer market
trends, changes in technologies and in the company's competitive
environment, changes in regulations, clinical or industrial risks
and all risks linked to the company's growth. These factors as well
as other risks and uncertainties may prevent the company from
achieving the objectives outlined in the press release and actual
results may differ from those set forth in the forward-looking
statements, due to various factors. Without being exhaustive, such
factors include uncertainties involved in the development of
Genkyotex’s products, which may not succeed, or in the delivery of
Genkyotex’s products marketing authorizations by the relevant
regulatory authorities and, in general, any factor that could
affects Genkyotex’s capacity to commercialize the products it
develops. No guarantee is given on forward-looking statements which
are subject to a number of risks, notably those described in the
universal registration document filed with the AMF on April 30,
2020 under number D.20-0434, and those linked to changes in
economic conditions, the financial markets, or the markets on which
Genkyotex is present. Genkyotex products are currently used for
clinical trials only and are not otherwise available for
distribution or sale.
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GENKYOTEX Alexandre Grassin CFO Tel.: +33 (0)5 61 28 70
60 investors@genkyotex.com
NewCap Dušan Orešanský Tel.: +33 1 44 71 94 92
genkyotex@newcap.eu