Genkyotex (Euronext Paris & Brussels: FR0013399474 –GKTX), a biopharmaceutical company and the leader in NOX therapies(the “Company”), announced an agreement for Calliditas Therapeutics AB (“Calliditas”;Nasdaq OMX –CALTX; NASDAQ -CALT) to acquire a controlling interest in Genkyotex SA.
Calliditas Therapeutics is a specialty pharmaceutical company based in Stockholm, Sweden focused on identifying, developing and commercializing novel treatments in orphan indications, with an initial focus on renal and hepatic diseases with significant unmet medical needs.
Calliditas has agreed to acquire,through an off-market block trade, ordinary shares of Genkyotex representing 62.7% of the share capital and voting rights of Genkyotex1from Genkyotex's largest shareholders and management team (the “Block Sellers”) for a cash consideration at closing of €2.80 per ordinary share (subject to certain transaction expenses) representing a 32.3%maximum premium on Genkyotex’s volume weighted average price (VWAP) over the preceding 10 trading days immediately prior to this announcement. In addition, the Block Sellers will receive non-transferable (subject to certain exceptions) contingent rights to additional cash payments on confirmation of regulatory approvals or marketing authorizations of setanaxib, as described below. The off-market block trade is expected to close in October 2020 and remains subject to customary conditions precedent, including the clearance from the French Minister of Economy and Finance regarding foreign investments in France. Calliditas will finance the block trade from its cash reserves.
Calliditas is seeking to acquire all outstanding Genkyotex shares and, as soon as reasonably practicable after and subject to completion of the off-market block trade, in compliance with French and Belgian securities law, Calliditas will file with the French Financial Market Authority (Autorité des Marchés Financiers–the “AMF”) a mandatory simplified cash tender offer for the remaining Genkyotex shares on 2/3the same terms as the block trade (€2.80 per share in cash and contingent rights as further described below). Total acquisition cost would thus amount to a maximum of approximately €87.9mincludingcontingent rights subject to future regulatory approvals of setanaxib.
The Block Sellers and the Genkyotex shareholders who tender their shares in the centralized tender offer will be eligible to additional cash payments (expressed in relation to 100% of the Genkyotex shares on a fully diluted basison the day preceding the settlement and delivery of the tender offer) on confirmation offollowingregulatory approvals or marketing authorization of setanaxib no later than within ten years of the closing of the tender offer:
In accordance with the provisions of article 261-1 I, II and III of the general regulations of the Autorité des marchés financiers, the Board of directors of Genkyotex, following the recommendation of an ad hoc committee composed of a majority of independent board members, has designated, BM&A Advisory & Support, represented by Pierre Béal as independent expert, who will be responsible for submitting a report on the financial terms and conditions of the proposed tender offerand potential squeeze-out offer.
Stifel acted as exclusive financial advisor to Genkyotex onthis transaction.Mc Dermott Will & Emery acted as legal adviser to Genkyotex on this transaction.