Sanofi offers to acquire Kiadis for €308 mil­lion

November 2, 2020 at 1:00 AM EST

This is a joint press release by Sanofi (“Sanofi“) and Kiadis Pharma N.V. (“Kiadis“), pur­suant to the pro­vi­sions of Section 4, para­graphs 1 and 3, Section 5, para­graph 1 and Section 7, para­graph 4 of the Netherlands Decree in Public Takeover Bids (Besluit open­bare biedin­gen Wft) (the “Decree“) in con­nec­tion with the intend­ed pub­lic offer by Sanofi for all the issued and out­stand­ing ordi­nary shares in the cap­i­tal of Kiadis (the “Offer“). This announce­ment does not con­sti­tute an offer, or any solic­i­ta­tion of any offer, to buy or sub­scribe for any secu­ri­ties. Any offer will be made only by means of an offer mem­o­ran­dum (the “Offer Document“) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM“) and rec­og­nized by the Belgian Authority for the Financial Markets (Autoriteit voor Financiële Diensten en Markten) (the ”FSMA”). This announce­ment is not for release, pub­li­ca­tion or dis­tri­b­u­tion, in whole or in part, in or into, direct­ly or indi­rect­ly, the United States, Canada and Japan or in any oth­er juris­dic­tion in which such release, pub­li­ca­tion or dis­tri­b­u­tion would be unlaw­ful.

Sanofi offers to acquire Kiadis for €308 mil­lion

Transaction high­lights 

  • Kiadis and Sanofi have reached con­di­tion­al agree­ment on a rec­om­mend­ed all-cash pub­lic offer (the “Offer“) by Sanofi for Kiadis of EUR 5.45 in cash (cum div­i­dend) (the “Offer Price“) for each issued and out­stand­ing ordi­nary share in the cap­i­tal of Kiadis (the “Shares“) rep­re­sent­ing an aggre­gate adjust­ed equi­ty val­ue of EUR 308 mil­lion1
  • The Offer Price rep­re­sents a pre­mi­um of 272% over the clos­ing price on 30 October 2020, a pre­mi­um of approx­i­mate­ly 247% over the 30 trad­ing days VWAP and a pre­mi­um of approx­i­mate­ly 200% over the 90 trad­ing days VWAP
  • Kiadis’ pro­pri­etary next gen­er­a­tion NK-cell tech­nol­o­gy plat­form and pipeline com­ple­ments Sanofi’s exist­ing ther­a­peu­tic exper­tise
  • Sanofi’s infra­struc­ture and capa­bil­i­ties will be lever­aged to advance the devel­op­ment of Kiadis’ pipeline
  • Kiadis’ Boards unan­i­mous­ly sup­port and rec­om­mend the Offer and believe the Offer is a fair reflec­tion of the Kiadis’ poten­tial, giv­en the risk/reward typ­i­cal to a biotech com­pa­ny and the cap­i­tal required to exe­cute its busi­ness plan; addi­tion­al­ly they believe that the Transaction is in the best inter­ests of Kiadis, the sus­tain­able suc­cess of its busi­ness, its share­hold­ers, patients, employ­ees, busi­ness part­ners and oth­er stake­hold­ers
  • Funds man­aged by Life Sciences Partners have irrev­o­ca­bly com­mit­ted to Sanofi to sup­port the Offer and ten­der their 18.3%2 share­hold­ing in the Offer
  • The Offer is sub­ject to cer­tain cus­tom­ary con­di­tions, includ­ing obtain­ing required com­pe­ti­tion clear­ance, and is expect­ed to com­plete in the first half of 2021
  • Kiadis to hold con­fer­ence call for investors and ana­lysts at 13:00 CET today

       
Paris, France and Amsterdam, The Netherlands, 2 November 2020 – Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis Pharma N.V. (“Kiadis” or the “Company”) (Euronext Amsterdam and Brussels: KDS) today announce that they have entered into a defin­i­tive merg­er agree­ment under which Sanofi will offer to acquire all of the out­stand­ing ordi­nary shares of Kiadis at a price per Kiadis share of €5.45 in cash (272% pre­mi­um to the clos­ing price on 30 October 2020), rep­re­sent­ing an aggre­gate adjust­ed equi­ty val­ue of approx­i­mate­ly €308 mil­lion. The Kiadis Management Board and Supervisory Board unan­i­mous­ly approve the intend­ed trans­ac­tion and rec­om­mend the Offer to hold­ers of Kiadis’ Shares.

John Reed, M.D., Ph.D., Global Head of Research and Development of Sanofi, com­ment­ed, “We believe Kiadis’ ‘off the shelf’ K-NK cell tech­nol­o­gy plat­form will have broad appli­ca­tion against liq­uid and sol­id tumors, and cre­ate syn­er­gies with Sanofi’s emerg­ing immuno-oncol­o­gy pipeline, pro­vid­ing oppor­tu­ni­ties for us to pur­sue poten­tial best-in-dis­ease approach­es.”

Arthur Lahr, Chief Executive Officer of Kiadis, com­ment­ed, “Kiadis’ vision is to bring nov­el cell-based med­i­cines to peo­ple with life-threat­en­ing dis­eases, and this trans­ac­tion will help achieve that vision. After the dis­con­tin­u­a­tion of our lead prod­uct can­di­date and sub­se­quent reor­ga­ni­za­tion in 2019, we restart­ed Kiadis ear­ly in 2020 as an entire­ly new com­pa­ny focused sole­ly on the pro­pri­etary and dif­fer­en­ti­at­ed NK-cell plat­form that we obtained through the acqui­si­tion of CytoSen Therapeutics. Sanofi’s offer is a clear tes­ti­mo­ny to the unique­ness of our NK-cell plat­form and the rapid suc­cess of Kiadis’ trans­for­ma­tion. The Kiadis Boards unan­i­mous­ly believe that Sanofi has the resources and finan­cial strength to accel­er­ate devel­op­ment of our NK-cell prod­ucts, to the ben­e­fit of patients. We believe this trans­ac­tion rep­re­sents com­pelling val­ue to share­hold­ers and offers a fair reflec­tion of the poten­tial of our plat­form and pipeline, giv­en the risk/reward pro­file typ­i­cal to biotech and the cap­i­tal required to exe­cute our busi­ness plan. Finally, this trans­ac­tion will pro­vide excel­lent career oppor­tu­ni­ties for our employ­ees, who will be viewed by Sanofi as their inter­nal cell-ther­a­py experts.” 

Strategic ratio­nale
Innovative K-NK-cell Platform
Kiadis’ pro­pri­etary plat­form is based on allo­gene­ic or ‘off-the-shelf’ NK-cells from a healthy donor. NK-cells seek and iden­ti­fy malig­nant can­cer cells and have broad appli­ca­tion across var­i­ous tumor types. The plat­form has the poten­tial to make prod­ucts rapid­ly and eco­nom­i­cal­ly avail­able for a broad patient pop­u­la­tion across a wide range of indi­ca­tions.

Kiadis’ NK cell-based med­i­cines will be devel­oped alone and in com­bi­na­tion with Sanofi’s exist­ing plat­forms.

Complementary Strong Science to Generate First-in-Class Medicines and Strategic Fit Across Core Therapeutic Areas 
Sanofi’s research, devel­op­ment, man­u­fac­tur­ing and com­mer­cial exper­tise will be lever­aged to advance Kiadis’ pipeline, which includes NK-cell-based med­i­cines for the treat­ment of patients under­go­ing hematopoi­et­ic stem cell trans­plant, liq­uid and sol­id tumors, as well as infec­tious dis­ease.

In July 2020, Sanofi licensed Kiadis’ pre-clin­i­cal K-NK004 pro­gram for mul­ti­ple myelo­ma.

Kiadis’ pipeline of NK-cell ther­a­pies has the poten­tial to deliv­er adjunc­tive ther­a­py for patients under­go­ing hematopoi­et­ic stem cell trans­plan­ta­tion or who have acute myeloid leukemia (AML). 

  • K-NK002 is in a Phase 2 study eval­u­at­ing NK-cells to pre­vent post-trans­plant relapse in patients with AML and myelodys­plas­tic syn­dromes. The tri­al will be con­duct­ed in col­lab­o­ra­tion with pre­mier U.S. trans­plant cen­ters.
  • K-NK003 is in a Phase 1 study eval­u­at­ing NK-cells for patients with relapsed or refrac­to­ry AML.
  • KNK-ID-101 is a pro­gram eval­u­at­ing the prop­er­ties of K-NK cells and their suit­abil­i­ty to fight SARS-CoV-2 and the option to devel­op K-NK cells as a post-expo­sure pre-emp­tive ther­a­py for COVID-19 in high risk patients. Kiadis plans to ini­ti­ate a Phase 1/2a clin­i­cal tri­al eval­u­at­ing the use of K-NK cells to treat COVID-19 patients with gov­ern­ment grant fund­ing.

Accelerates the clin­i­cal devel­op­ment and broad­ens patient reach of cur­rent Kiadis pipeline
Subject to the com­ple­tion of the Offer, Sanofi will pro­vide the resources and capa­bil­i­ties nec­es­sary to accel­er­ate the devel­op­ment of cur­rent Kiadis pro­grams for the treat­ment of blood tumors, sol­id can­cers and infec­tious dis­eases, max­i­miz­ing their poten­tial to the ben­e­fit of patients.

Transaction details
The pro­posed trans­ac­tion envi­sions the acqui­si­tion of the Shares of Kiadis pur­suant to a rec­om­mend­ed pub­lic offer by Sanofi. The Offer Price rep­re­sents an implied equi­ty val­ue for 100% of Kiadis on a ful­ly dilut­ed basis of EUR 308 mil­lion.

The Offer Price, deliv­er­ing imme­di­ate, cer­tain and sig­nif­i­cant val­ue to Kiadis’ share­hold­ers, rep­re­sents the fol­low­ing pre­mi­ums:

  • a pre­mi­um of 272% to Kiadis’ clos­ing price on 30 October 2020 of EUR 1.464;
  • a pre­mi­um of 247% to Kiadis’ vol­ume-weight­ed aver­age price for the 30 trad­ing days up to and includ­ing 30 October 2020 of EUR 1.571; and
  • a pre­mi­um of 200% to Kiadis’ vol­ume-weight­ed aver­age price for the 90 trad­ing days up to and includ­ing 30 October 2020 of EUR 1.819.

Support and rec­om­men­da­tion by the Boards 
This announce­ment fol­lows con­struc­tive inter­ac­tions between the com­pa­nies. Kiadis’ Management Board and Supervisory Board (togeth­er, the “Boards“) have fre­quent­ly dis­cussed the devel­op­ments of the pro­posed trans­ac­tion and the key deci­sions in con­nec­tion there­with through­out the process. Consistent with their fidu­cia­ry respon­si­bil­i­ties, the Boards, with the sup­port of their finan­cial and legal advi­sors, have giv­en care­ful con­sid­er­a­tion to all aspects of the pro­posed trans­ac­tion. Having tak­en the inter­ests of all stake­hold­ers into account the Boards have unan­i­mous­ly con­clud­ed that the Offer is in the best inter­ests of Kiadis, the sus­tain­able suc­cess of its busi­ness, its share­hold­ers, employ­ees, patients, busi­ness part­ners and oth­er stake­hold­ers.

Accordingly, the Boards have decid­ed to ful­ly sup­port and rec­om­mend the Offer to the hold­ers of the Shares and to fur­ther­more rec­om­mend the hold­ers of the Shares to vote in favor of the res­o­lu­tions relat­ing to the Offer (the “Resolutions“) at the upcom­ing extra­or­di­nary gen­er­al meet­ing of Kiadis (the “EGM“) to be held dur­ing the offer peri­od. Furthermore, all mem­bers of the Boards who hold Shares for their own account have com­mit­ted to ten­der all those Shares into the Offer.

Acquisition of 100%
Sanofi’s will­ing­ness to pay the Offer Price and pur­sue the Offer is pred­i­cat­ed on the acqui­si­tion of 100% of the Shares or the entire­ty of Kiadis’ assets and oper­a­tions, the abil­i­ty to delist Kiadis, and the abil­i­ty to ful­ly inte­grate the respec­tive busi­ness­es of Kiadis and Sanofi and real­ize the oper­a­tional, com­mer­cial, orga­ni­za­tion­al, finan­cial and tax ben­e­fits of the com­bi­na­tion of the par­ties. Such ben­e­fits could not, or would only par­tial­ly, be achieved if Kiadis were to con­tin­ue as a stand­alone enti­ty with a minor­i­ty share­hold­er base. As soon as pos­si­ble fol­low­ing the set­tle­ment of the Offer, Kiadis and Sanofi shall seek to pro­cure delist­ing of the Shares on Euronext Amsterdam and Euronext Brussels.

If Sanofi acquires at least 95% of the Shares, Sanofi shall com­mence statu­to­ry squeeze-out pro­ceed­ings, unless Sanofi and Kiadis after rea­son­able con­sul­ta­tion, tak­ing into account the inter­ests of the remain­ing stake­hold­ers and oth­er rel­e­vant cir­cum­stances, agree that Sanofi can pur­sue the Post-Offer Restructuring (as defined below).

If the Shares held by Sanofi after expiry of the post accep­tance peri­od of the Offer will rep­re­sent at least 80% and less than 95% of Kiadis’ aggre­gate issued and out­stand­ing ordi­nary share cap­i­tal on a ful­ly dilut­ed basis or such low­er per­cent­age as may be agreed between Sanofi and Kiadis pri­or to set­tle­ment and the Offer being declared uncon­di­tion­al, Sanofi will have the right to pur­sue an asset sale and liq­ui­da­tion (the “Asset Sale“) where­by Kiadis will sell and trans­fer all of its assets and lia­bil­i­ties to Sanofi against pay­ment of a pur­chase price equal to the offer con­sid­er­a­tion (the “Sale Price”). Following the com­ple­tion of the Asset Sale, Kiadis will effec­tu­ate the dis­so­lu­tion and liq­ui­da­tion of Kiadis (the “Company Dissolution” and, togeth­er with the Asset Sale, the “Post-Offer Restructuring“) and make an advance liq­ui­da­tion dis­tri­b­u­tion per Share that is intend­ed to take place on or about the date the Asset Sale is com­plet­ed and in an amount that is to the fullest extent pos­si­ble equal to the Offer Price, with­out any inter­est and less any applic­a­ble with­hold­ing tax­es and oth­er tax­es. The Post-Offer Restructuring is sub­ject to Kiadis’ share­hold­ers’ approval at the EGM to be held pri­or to clos­ing of the offer peri­od.

Sanofi and Kiadis may explore and agree on poten­tial alter­na­tive Post-Offer Restructurings, such as a com­bi­na­tion of a statu­to­ry legal (tri­an­gu­lar) merg­er and a sale of the shares in the sur­viv­ing suc­ces­sor of Kiadis to Sanofi.

Sanofi may uti­lize all oth­er avail­able legal mea­sures in order to acquire full own­er­ship of Kiadis’ out­stand­ing Shares and/or its busi­ness in accor­dance with the terms of the Merger Agreement.

Fairness opin­ions

Moelis & Company LLC (“Moelis”), act­ing as exclu­sive finan­cial advi­sor to Kiadis, has issued a fair­ness opin­ion to the Boards as to the fair­ness, as of such date, and based upon and sub­ject to the fac­tors, assump­tions, qual­i­fi­ca­tions and oth­er mat­ters set forth in the fair­ness opin­ion, to the effect that each of the Offer Price and the Sale Price is fair to the hold­ers of Shares from a finan­cial point of view. The full text of such fair­ness opin­ion, which sets forth the assump­tions made, pro­ce­dures fol­lowed, mat­ters con­sid­ered and lim­i­ta­tions on the review under­tak­en in con­nec­tion with such opin­ion, will be includ­ed in the Boards’ posi­tion state­ment.

The sup­port and rec­om­men­da­tion of the Boards, and the oblig­a­tions of Sanofi in rela­tion there­to, are sub­ject to the terms and con­di­tions of the Merger Agreement.

Irrevocable under­tak­ing from Life Sciences Partners

Funds man­aged by Life Sciences Partners have com­mit­ted to ten­der approx­i­mate­ly 18.3%3 of the out­stand­ing Shares under the Offer, if and when made, and to vote in favor of the Resolutions. The irrev­o­ca­ble under­tak­ing con­tains cer­tain cus­tom­ary under­tak­ings and con­di­tions.

Certain funds
Sanofi intends to finance the Offer by uti­liz­ing avail­able cash resources.

Non-finan­cial covenants  
Kiadis and Sanofi have agreed to cer­tain non-finan­cial covenants in respect of, amongst oth­ers, cor­po­rate gov­er­nance, strat­e­gy, employ­ees, financ­ing and dis­pos­als for a dura­tion of 18 months after set­tle­ment of the Offer (the “Non-Financial Covenants“), includ­ing the covenants sum­ma­rized below.

Corporate gov­er­nance

It is envis­aged that upon com­ple­tion of the Offer the Supervisory Board of Kiadis will be com­posed of:

  • Three mem­bers to be iden­ti­fied by Sanofi pri­or to the launch of the Offer;
  • Two mem­bers qual­i­fy­ing as inde­pen­dent with­in the mean­ing of the Dutch Corporate Governance Code where­by these two mem­bers will be cur­rent mem­bers of the Supervisory Board to be iden­ti­fied pri­or to the launch of the Offer. The inde­pen­dent mem­bers will con­tin­ue to serve for at least one year from set­tle­ment of the Offer or, if lat­er, until the ear­li­est of (i) the date on which all Shares are held by Sanofi, (ii) the date on which Sanofi has irrev­o­ca­bly ini­ti­at­ed statu­to­ry buy-out pro­ceed­ings and the Offer Price is deemed to be the fair price (bil­lijke pri­js) pur­suant to sec­tion 2:359c(6) of the DCC, (iii) the date on which the Enterprise Chamber of the Amsterdam Court of Appeal has deter­mined the price payable by Sanofi to the oth­er share­hold­ers pur­suant to statu­to­ry buy-out pro­ceed­ings, and (iv) the date on which, fol­low­ing the Post-Offer Restructuring, the hold­ers of Shares have received the liq­ui­da­tion dis­tri­b­u­tion.

It is envis­aged that upon com­ple­tion of the Offer the Management Board of Kiadis will be com­posed of the mem­bers of Kiadis’ Management Board as per the date of the Merger Agreement and may be expand­ed with one addi­tion­al mem­ber to be iden­ti­fied by Sanofi pri­or to launch of the offer.

Organization / loca­tion

There will be R&D and CMC activ­i­ties at the Company’s offices in Amsterdam, the Netherlands.

Sanofi is focused on ensur­ing that the Company group’s key man­age­ment and key staff is retained and offered suit­able career oppor­tu­ni­ties.

Sanofi fos­ters a cul­ture of excel­lence, where qual­i­fied employ­ees are offered suit­able train­ing and career pro­gres­sion.

Employees

There will be no mate­r­i­al redun­dan­cies with respect to the Company group’s employ­ees as a direct con­se­quence of the Offer and nec­es­sary redun­dan­cies going for­ward will be part of an inte­gra­tion com­mit­tee process.

The exist­ing rights and ben­e­fits of the Company group’s employ­ees shall be respect­ed by Sanofi, includ­ing exist­ing rights and ben­e­fits under their indi­vid­ual employ­ment agree­ments and (at least) exist­ing redun­dan­cy prac­tices applied by the Company’s group.

Any redun­dan­cies that need to occur will be done in accor­dance with all legal require­ments.

The exist­ing pen­sion rights of the Company group’s cur­rent and for­mer employ­ees shall be respect­ed by Sanofi.

Following set­tle­ment of the Offer, the nom­i­na­tion, selec­tion and appoint­ment of staff for func­tions with­in Sanofi’s group’s NK activ­i­ties will, sub­ject to the applic­a­ble rules, be based on the “best per­son for the job” prin­ci­ple, or, where not fea­si­ble or appro­pri­ate, or non-dis­crim­i­na­to­ry, fair and busi­ness-ori­ent­ed trans­par­ent set of cri­te­ria.

Financing

It is intend­ed that the Company remains pru­dent­ly financed to safe­guard the con­ti­nu­ity of the busi­ness and to con­tin­ue the Company’s cur­rent busi­ness strat­e­gy includ­ing R&D and pipeline.

Sanofi will allo­cate suit­able resources for the Company’s R&D and CMC activ­i­ties.

Pre-Offer and Offer Conditions
The com­mence­ment of the Offer is sub­ject to the sat­is­fac­tion or waiv­er of pre-offer con­di­tions cus­tom­ary for a trans­ac­tion of this kind, includ­ing:

  • no mate­r­i­al adverse effect hav­ing occurred and is con­tin­u­ing;
  • no mate­r­i­al breach of the Merger Agreement hav­ing occurred;
  • the AFM hav­ing approved the offer doc­u­ment;
  • the FSMA hav­ing rec­og­nized the offer doc­u­ment;
  • no revo­ca­tion or amend­ment of the rec­om­men­da­tions by the Boards;
  • no Superior Offer (as defined below) hav­ing been agreed upon by the third-par­ty offer­or and Kiadis, or hav­ing been launched;
  • no third par­ty being oblig­ed and has announced to make, or has made a manda­to­ry offer pur­suant to Dutch law for con­sid­er­a­tion that is at least equal to the Offer Price;
  • no order, stay, injunc­tion, judg­ment or decree hav­ing been issued pro­hibit­ing or mate­ri­al­ly delay­ing the mak­ing of the Offer and/or the Post-Offer Restructuring;
  • no noti­fi­ca­tion hav­ing been received from the AFM stat­ing that the prepa­ra­tions for the Offer are in breach of the Dutch offer rules or that one or more invest­ment firms will not be allowed to coop­er­ate with the Offer; and
  • trad­ing in the Shares on Euronext Amsterdam or Euronext Brussels not hav­ing been sus­pend­ed or end­ed as a result of a list­ing mea­sure (noter­ings­maa­tregel) by Euronext Amsterdam or Euronext Brussels.

If and when made, the con­sum­ma­tion of the Offer will be sub­ject to the sat­is­fac­tion or waiv­er of offer con­di­tions cus­tom­ary for a trans­ac­tion of this kind, includ­ing:

  • min­i­mum accep­tance lev­el of at least 95% of Kiadis’ issued share cap­i­tal on a ful­ly dilut­ed basis which will be auto­mat­i­cal­ly adjust­ed to 80% of Kiadis’ issued share cap­i­tal on a ful­ly dilut­ed basis if the Resolutions in con­nec­tion with the Post-Offer Restructuring are passed at the EGM pro­vid­ed, how­ev­er, that Sanofi may waive, to the extent per­mit­ted by applic­a­ble laws and reg­u­la­tions, the min­i­mum accep­tance lev­el con­di­tions with­out the con­sent of Kiadis if the accep­tance lev­el is at least 66.67% of Kiadis’ issued share cap­i­tal on a ful­ly dilut­ed basis;
  • com­pe­ti­tion clear­ances hav­ing been obtained;
  • no mate­r­i­al breach of the Merger Agreement hav­ing occurred;
  • no mate­r­i­al adverse effect hav­ing occurred and is con­tin­u­ing;
  • no revo­ca­tion or amend­ment of the rec­om­men­da­tions by the Boards;
  • no rec­om­mend­ed Superior Offer (as defined below) hav­ing been agreed upon by the third-par­ty offer­or and Kiadis, or hav­ing been launched;
  • no third par­ty being oblig­ed and has announced to make, or has made a manda­to­ry offer pur­suant to Dutch law for con­sid­er­a­tion that is at least equal to the Offer Price;
  • no gov­ern­men­tal or court order hav­ing been issued pro­hibit­ing the con­sum­ma­tion of the trans­ac­tion or the Post-Offer Restructuring;
  • no noti­fi­ca­tion hav­ing been received from the AFM stat­ing that the prepa­ra­tions for the Offer are in breach of the Dutch offer rules or that one or more invest­ment firms will not be allowed to coop­er­ate with the Offer; and
  • trad­ing in the Shares on Euronext Amsterdam or Euronext Brussels not hav­ing been sus­pend­ed or end­ed as a result of a list­ing mea­sure (noter­ings­maa­tregel) by Euronext Amsterdam or Euronext Brussels.

The Offer Conditions will have to be sat­is­fied or waived ulti­mate­ly on 31 December 2021.

Termination
On ter­mi­na­tion of the Merger Agreement by Sanofi on account of a mate­r­i­al breach of the Merger Agreement by Kiadis or in case the Merger Agreement is ter­mi­nat­ed by either Kiadis or Sanofi pur­suant to a Superior Offer that is not matched by Sanofi (see below), Kiadis will for­feit a gross EUR 2,880,600 ter­mi­na­tion fee to Sanofi.

On ter­mi­na­tion of the Merger Agreement by Kiadis, because of a mate­r­i­al breach of the Merger Agreement by Sanofi, or because the com­pe­ti­tion clear­ance has not been obtained, Sanofi will for­feit a gross EUR 2,880,600 ter­mi­na­tion fee to Kiadis.

The fore­go­ing ter­mi­na­tion fees are with­out prej­u­dice to each party’s rights under the Merger Agreement to demand spe­cif­ic per­for­mance.

Superior Offer
Sanofi and Kiadis may ter­mi­nate the Merger Agreement in the event of a bona fide third-par­ty offer­or mak­ing an offer that the Boards deter­mine in good faith to be sub­stan­tial­ly more ben­e­fi­cial than Sanofi’s offer, also tak­ing into account, amongst oth­er things, all legal, finan­cial and reg­u­la­to­ry aspects, tim­ing, cer­tain­ty, con­di­tion­al­i­ty and non-finan­cial covenants, pro­vid­ed that (i) the offer exceeds the Offer Price by at least 8% and (ii) the third-par­ty offer­or has con­di­tion­al­ly com­mit­ted itself to Kiadis in the event of an offer, under cus­tom­ary con­di­tions to the Company to launch such offer with­in the applic­a­ble time peri­ods pre­scribed by applic­a­ble laws fol­low­ing announce­ment of such offer (a “Superior Offer”). In the event of a Superior Offer, Sanofi will be giv­en the oppor­tu­ni­ty to match such offer. If Sanofi match­es the Superior Offer, the third par­ty offer may not be accept­ed and the Merger Agreement may not be ter­mi­nat­ed by Kiadis. Any addi­tion­al sub­se­quent com­pet­ing offer will have a 4% offer thresh­old and match­ing right for Sanofi. As part of the agree­ment, Kiadis has entered into cus­tom­ary under­tak­ings not to solic­it third par­ty offers.

Indicative Timetable
Sanofi and Kiadis will seek to obtain all nec­es­sary com­pe­ti­tion clear­ances as soon as prac­ti­ca­ble. The com­bi­na­tion of Kiadis and Sanofi is not expect­ed to raise antitrust con­cerns.

Sanofi expects to sub­mit a request for review and approval of the Offer Document with the AFM at short notice and to pub­lish the Offer Document after approval and recog­ni­tion there­of by the FSMA, in accor­dance with the applic­a­ble statu­to­ry time­line.

Kiadis will hold the EGM at least ten busi­ness days pri­or to the clos­ing of the Offer peri­od to inform the share­hold­ers about the Offer and to adopt the Resolutions.

Based on the required steps and sub­ject to the nec­es­sary approval of the Offer Document, Kiadis and Sanofi antic­i­pate that the Offer will close in the first half of 2021.

Bridge Loan

Sanofi and Kiadis have agreed upon the prin­ci­pal terms of a bridge loan facil­i­ty in the aggre­gate amount of EUR 28 mil­lion to be pro­vid­ed by one of Sanofi’s whol­ly owned sub­sidiaries to Kiadis, to be entered into with­in five weeks from today.

Advisors
Moelis & Company is act­ing as finan­cial advi­sor and Allen and Overy LLP (Amsterdam) is act­ing as legal advi­sor to Kiadis. PJT Partners is act­ing as finan­cial advi­sor and NautaDutilh N.V. is act­ing as legal advi­sor to Sanofi.

Kiadis announces the place­ment of €5 mil­lion con­vert­ible bonds with Kreos

  • 9% secured con­vert­ible bonds replace €5 mil­lion in Kreos debt
  • Conversion price €2 per share 
  • Remaining Kreos debt facil­i­ties reduced to €1.6 mil­lion  

Amsterdam, The Netherlands, October 1, 2020 – Kiadis Pharma N.V. (“Kiadis” or the “Company”) (Euronext Amsterdam and Brussels: KDS), a clin­i­cal-stage bio­phar­ma­ceu­ti­cal com­pa­ny devel­op­ing inno­v­a­tive NK-cell-based med­i­cines for the treat­ment of life-threat­en­ing dis­eases, announces the place­ment of €5 mil­lion of secured con­vert­ible bonds to Kreos Capital V (UK) Limited (“Kreos”) in con­sid­er­a­tion for Kreos waiv­ing the equiv­a­lent amount of €5 mil­lion in cash repay­ments under the Kreos debt facil­i­ties that the Company entered into with Kreos in 2017 and 2018. As a result of the place­ment of the bonds, the out­stand­ing amount under the Kreos debt facil­i­ties has decreased to €1.6 mil­lion.

Arthur Lahr, chief exec­u­tive offi­cer of Kiadis, com­ment­ed, “The restruc­tur­ing of our debt with Kreos reduces our cash burn. We have been pay­ing €1.9 mil­lion per quar­ter in cash instal­ments of prin­ci­pal and inter­est to Kreos and the exe­cu­tion of these con­vert­ible bonds elim­i­nates those pay­ments well into 2021 and reduces our remain­ing Kreos debt bur­den to €1.6 mil­lion.”

Maurizio PetitBon, gen­er­al part­ner of Kreos Capital, com­ment­ed, “We have been an investor in Kiadis for many years and are very pleased with Kiadis’ devel­op­ments espe­cial­ly with its recent refo­cus on its pro­pri­etary K-NK plat­form. The con­ver­sion of a size­able por­tion of our loan into a con­vert­ible struc­ture is a con­fir­ma­tion of our belief in the long-term poten­tial of both the Company and its K-NK plat­form.”

The bonds are unlist­ed, will be issued at par and will car­ry a coupon of 9.00% per annum, with inter­est on the bonds paid at matu­ri­ty. The bonds can be con­vert­ed into ordi­nary shares of the Company with the con­ver­sion price being €2.00, sub­ject to adjust­ment in the case of share split or con­sol­i­da­tion. The bonds are due September 30, 2021 but this due date may be extend­ed by Kreos to September 30, 2022.

Kiadis and Gulf Coast Regional Blood Center announce col­lab­o­ra­tion to pro­vide uni­ver­sal donor mate­r­i­al for K-NK cell ther­a­py pro­grams

Collaboration marks first con­trac­tu­al part­ner­ship with sup­pli­er of uni­ver­sal donor mate­r­i­al 

Amsterdam, The Netherlands, September 28, 2020 – Kiadis Pharma N.V. (“Kiadis” or the “Company”) (Euronext Amsterdam and Brussels: KDS), a clin­i­cal-stage bio­phar­ma­ceu­ti­cal com­pa­ny devel­op­ing inno­v­a­tive NK-cell-based med­i­cines for the treat­ment of life-threat­en­ing dis­eases and Gulf Coast Regional Blood Center (GCRBC), a pri­ma­ry sup­pli­er of blood com­po­nents to more than 170 hos­pi­tals and health care facil­i­ties, today announce a col­lab­o­ra­tion under which GCRBC will sup­ply uni­ver­sal donor start­ing mate­r­i­al for the man­u­fac­ture of Kiadis’ off-the-shelf K-NK Natural Killer (NK) cell ther­a­pies in the United States.

Kiadis’ pro­pri­etary off-the-shelf K-NK cell plat­form is based on NK cells from unique uni­ver­sal donors. This col­lab­o­ra­tion will pro­vide Kiadis with an ongo­ing sup­ply of start­ing mate­r­i­al need­ed for clin­i­cal sup­ply and research and devel­op­ment. The Company is devel­op­ing mul­ti­ple K-NK pro­grams uti­liz­ing uni­ver­sal donor start­ing mate­r­i­al.

Arthur Lahr, chief exec­u­tive offi­cer of Kiadis, com­ment­ed, “Our col­lab­o­ra­tion with Gulf Coast Regional Blood Center gives us access to their broad donor net­work to iden­ti­fy uni­ver­sal donors using our pro­pri­etary algo­rithm and selec­tion ana­lyt­ics. We then take the donor immune cells as source mate­r­i­al to pro­duce off-the-shelf K-NK cells. This col­lab­o­ra­tion fur­ther helps us ensure a con­tin­ued sup­ply of uni­ver­sal donor mate­r­i­al for our K-NK cell ther­a­py pro­grams.”

Hope Guidry-Groves, Cellular Life Solutions Director at Gulf Coast Regional Blood Center, stat­ed, “Our mis­sion is to part­ner with the com­mu­ni­ty to help save and sus­tain lives by pro­vid­ing a safe sup­ply of blood, bio­ther­a­pies and relat­ed ser­vices.  With our his­to­ry of excel­lence and proven exper­tise, we can help dri­ve more treat­ment options to patients through advanced blood ther­a­pies. By help­ing researchers locate will­ing and eli­gi­ble par­tic­i­pants for these spe­cial­ized col­lec­tions, we are doing our part in bring­ing new hope to patients.”

XVIVO Perfusion to acquire the Dutch medtech com­pa­ny Organ Assist and finances the acqui­si­tion through a pri­vate place­ment of new shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

XVIVO Perfusion AB (publ) (“XVIVO” or the “Company) has today signed an agree­ment to acquire 100 per­cent of the shares in the Dutch medtech com­pa­ny Organ Assist B.V. (“Organ Assist”) for a cash pur­chase price of up to EUR 24 mil­lion, with an upfront pay­ment of EUR 20 mil­lion and poten­tial earn-out pay­ments of up to EUR 4 mil­lion. Organ Assist focus­es pri­mar­i­ly on devel­op­ing machines and con­sum­ables for liv­er and kid­ney per­fu­sion. Through the acqui­si­tion XVIVO becomes the first organ preser­va­tion and eval­u­a­tion com­pa­ny in the world to be active­ly involved in all major organs, which accel­er­ates the Company’s strat­e­gy of becom­ing a glob­al all organ provider. The acqui­si­tion is to be financed by way of a new share issue of shares of approx­i­mate­ly SEK 500 mil­lion direct­ed to Swedish and inter­na­tion­al insti­tu­tion­al investors through an accel­er­at­ed book-build­ing pro­ce­dure, which is expect­ed to com­mence today.

Background and the trans­ac­tion
Organ Assist is a medtech com­pa­ny pri­mar­i­ly focus­ing on devel­op­ing per­fu­sion machines for liv­er and kid­ney. Organ Assist was found­ed in 2005 and its research and prod­ucts have since result­ed in a num­ber of patents and intel­lec­tu­al prop­er­ty rights, and its prod­ucts with­in the area of liv­er and kid­ney trans­plan­ta­tions are CE-marked.
 
The total pur­chase price for 100 per­cent of Organ Assist’s shares amounts to up to EUR 24 mil­lion, where­of EUR 20 mil­lion will be paid in cash on com­ple­tion of the trans­ac­tion, and two addi­tion­al cash mile­stone pay­ments, each up to EUR 2 mil­lion, become payable based on sales tar­get in 2021 and reg­u­la­to­ry approval in the US for Organ Assist’s kid­ney device, respec­tive­ly.
 
XVIVO secures that organs are kept in opti­mal con­di­tion dur­ing trans­porta­tion and perfusion/evaluation with focus on lungs and hearts. Organ Assist has, since the com­pa­ny was found­ed in 2005, focused pri­mar­i­ly on devel­op­ing per­fu­sion machines for liv­er and kid­ney. The com­pa­nies’ syn­er­gies enable greater mar­ket oppor­tu­ni­ties for XVIVO’s and Organ Assist’s prod­uct port­fo­lio through the inte­gra­tion of XVIVO’s unique and patent­ed STEEN Solution tech­nol­o­gy with the Organ Assist kid­ney and liv­er machines, and by lever­ag­ing XVIVO’s inter­na­tion­al mar­ket pres­ence.
 
The acqui­si­tion is in line with XVIVO’s com­mer­cial strat­e­gy to strength­en the Company’s prod­uct offer­ing and accel­er­ate the strat­e­gy of becom­ing a glob­al all organ provider. The com­ple­men­tary prod­uct port­fo­lio will cre­ate a unique posi­tion with pres­ence in all major organs (lung, heart, kid­ney and liv­er). The com­bined offer­ing expands XVIVO’s address­able mar­ket to approx­i­mate­ly 98 per­cent of the organ trans­plan­ta­tion mar­ket and aim to posi­tion the Company as the “first choice” for all mul­ti-organ clin­ics.
 
XVIVO has a strong pres­ence in the US and was the first com­pa­ny in the world to receive an U.S. Food and Drug Administration (FDA) approval (HDE approval) for a med­ical device for warm per­fu­sion of an organ. Organ Assist’s prod­ucts are CE marked and pro­tect­ed under patents and oth­er intel­lec­tu­al prop­er­ty rights. The plan is to com­mer­cial­ize the Organ Assist machines in the US by uti­liz­ing XVIVO’s strong mar­ket pres­ence and com­mer­cial­iza­tion- and reg­u­la­to­ry expe­ri­ence, once FDA approval has been grant­ed.
 
“This acqui­si­tion will enable the exe­cu­tion of an accel­er­at­ed growth plan, both in terms of sales as well as R&D activ­i­ties, while build­ing on a sol­id installed base and a lead­ing posi­tion in liv­er per­fu­sion. It is a token of appre­ci­a­tion of the inno­v­a­tive work done by our employ­ees in Groningen. We are look­ing for­ward to work­ing with the XVIVO team build­ing a world lead­ing medtech com­pa­ny, sup­port­ing our cus­tomers to save and improve patients’ lives” says Organ Assist CEO Wilfred den Hartog
 
“We are hap­py that Organ Assist becomes part of XVIVO Perfusion; it is the per­fect part­ner to bring the Organ Assist’s inno­v­a­tive sys­tems to the organ trans­plan­ta­tion com­mu­ni­ty” Willem van Lawick, Organ Assist’s Chairman added.
 
“XVIVO becomes the first organ preser­va­tion and eval­u­a­tion com­pa­ny in the world to be active­ly involved with all major organs after this strate­gi­cal­ly impor­tant acqui­si­tion” says XVIVO Perfusion CEO Dag Andersson.
 
Financials and syn­er­gies
Organ Assist had a turnover of EUR 3.5 mil­lion and an EBITDA of EUR 0.1 mil­lion in 2019 and a turnover of EUR 1.3 mil­lion and an EBITDA of EUR 0.1 mil­lion in January – June 2020. Organ Assist has its head office and R&D cen­ter in Groningen, The Netherlands, where its 18 employ­ees are based, and Groningen will remain as a com­pe­tence cen­ter for the devel­op­ment and com­mer­cial­iza­tion of machines and solu­tions for liv­er and kid­ney. Both prod­uct- and clin­i­cal devel­op­ment will be inten­si­fied after the acqui­si­tion.
 
XVIVO and Organ Assist have lim­it­ed over­lap­ping busi­ness­es with­in the field of tho­rax trans­plan­ta­tions – lungs and hearts – and XVIVO there­fore sees lim­it­ed cost syn­er­gies since the com­pa­nies as of today have few dou­ble costs and resources with­in this field. Within the field of abdom­i­nal trans­plan­ta­tions – kid­neys and liv­ers – the busi­ness­es com­ple­ment each oth­er.
 
Financing and con­di­tions
Completion of the acqui­si­tion is expect­ed to take place dur­ing October 2020 and is con­di­tion­al upon XVIVO rais­ing pro­ceeds to finance the pur­chase price through a pri­vate place­ment of shares on Nasdaq Stockholm. XVIVO has engaged Carnegie Investment Bank AB (“Carnegie”) to explore the con­di­tions to car­ry out a direct­ed share issue of up approx­i­mate­ly SEK 500 mil­lion based on the autho­riza­tion grant­ed by the annu­al gen­er­al meet­ing on 31 March 2020. The price of any new shares issued in the direct­ed share issue will be deter­mined through an accel­er­at­ed book­build­ing pro­ce­dure admin­is­tered by Carnegie. Further infor­ma­tion about the direct­ed share issue and the accel­er­at­ed book­build­ing pro­ce­dure, which is expect­ed to com­mence today, will be dis­closed through a sep­a­rate press release.

Kiadis announces U.S. FDA approval of the Abigail Wexner Research Institute at Nationwide Children’s Hospital’s IND for a COVID-19 clin­i­cal tri­al with off-the-shelf K-NK cells using Kiadis’ pro­pri­etary plat­forms

Amsterdam, The Netherlands, September 14, 2020 – Kiadis Pharma N.V. (“Kiadis” or the “Company”) (Euronext Amsterdam and Brussels: KDS), a clin­i­cal-stage bio­phar­ma­ceu­ti­cal com­pa­ny devel­op­ing inno­v­a­tive cell-based med­i­cines for the treat­ment of life-threat­en­ing dis­eases, today announces a col­lab­o­ra­tion with the Abigail Wexner Research Institute (AWRI) at Nationwide Children’s Hospital to devel­op Kiadis-NK cells (K-NK cells) as a post-expo­sure pre-emp­tive ther­a­py for COVID-19. The U.S. Food and Drug Administration (FDA) approved AWRI’s inves­ti­ga­tion­al new drug appli­ca­tion (IND) for a study in an adult pop­u­la­tion with off-the-shelf nat­ur­al killer (NK) cells pro­duced with Kiadis’ pro­pri­etary Universal Donor and PM21 tech­nolo­gies. Kiadis and AWRI are devel­op­ing the plan for ini­ti­a­tion of the clin­i­cal study.

Kiadis has exclu­sive­ly licensed from AWRI intel­lec­tu­al prop­er­ty relat­ed to NK cells for treat­ment of micro­bial infec­tions, includ­ing SARS-CoV-2. The Company has recent­ly ini­ti­at­ed the pre­clin­i­cal and clin­i­cal devel­op­ment of its K-NK-ID101 COVID-19 pro­gram and is expect­ing to receive US gov­ern­ment fund­ing for this pro­gram.

Arthur Lahr, CEO of Kiadis com­ment­ed, “This is the sec­ond IND approved by the U.S. FDA for K-NK cells pro­duced with our PM21 plat­form, and the sec­ond IND approved for K-NK cells based on our Universal Donor off-the-shelf plat­form. We are excit­ed to study whether K-NK cells have the anti-viral prop­er­ties, safe­ty pro­file and man­u­fac­tur­ing scal­a­bil­i­ty to be wide­ly deployed as an off-the-shelf glob­al coun­ter­mea­sure against COVID-19 and future pan­dem­ic threats. This FDA approval marks rapid progress with our K-NK-ID101 COVID-19 pro­gram and demon­strates the poten­tial expan­sion with our K-NK cells into infec­tious dis­ease.”

“The coro­n­avirus pan­dem­ic has had a sig­nif­i­cant impact on our world, but has also cre­at­ed oppor­tu­ni­ties for inno­va­tion and for­ward think­ing,” says Dean Lee, MD, PhD, Director of the Cellular Therapy and Cancer Immunotherapy pro­gram at Nationwide Children’s Hospital. “Data from patients with COVID-19 have demon­strat­ed an impor­tant role for NK cells in this dis­ease. Our pre­vi­ous col­lab­o­ra­tions with Kiadis in devel­op­ing NK cells for can­cer enabled us to design a nov­el Phase I/II clin­i­cal tri­al that meets FDA rig­or in test­ing whether adop­tive trans­fer of NK cells is safe and effec­tive in mit­i­gat­ing pro­gres­sion of this virus in high-risk patients.”