Issuance by INNATE
PHARMA of 3,343,748 ordinary shares to Novo Nordisk A/S in
consideration for RIghts in ANTI-C5aR
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The
acquisition of the anti-C5aR, a first-in-class clinical-stage
antibody, announced on June 2, 2017, is now
finalized;
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The 3,343,748
new ordinary shares have been issued to Novo Nordisk A/S at a price
of €11.12;
-
Novo Nordisk
A/S's stake in the share capital of Innate Pharma increases from
10.3% to 15.5%;
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This press
release is made in accordance with Article 17 of the French
Autorité des Marchés Financiers ("AMF") Instruction n° 2016-04
dated October 21, 2016.
Marseille, on July 13, 2017
On June 2, 2017, Innate Pharma SA
(Euronext Paris: FR0010331421 - IPH) (the "Company") entered into a contribution in kind agreement
with the company Novo Nordisk A/S ("Novo")
under which Novo undertook to transfer shares to the Company by way
of contribution (the "Contribution"), which
contribution relates to all the shares held by Novo in a company
named NN C5aR S.A.S. ("NN C5aR"). NN C5ar was set up for the purpose of
acquiring the exclusive development and commercial rights in the
anti-C5aR antibody by Innate Pharma. Prior to completion of the
Contribution, Novo transferred to NN C5aR all rights and proceeds
relating to the anti-C5aR antibody (which will become the IPH5401
program) in accordance with a license agreement governing the
subsequent rights and obligations of the parties. The Company will
soon absorb NN C5aR and will itself become a party to the license
agreement.
The terms of the agreement provide
for an upfront payment of €40m, of which €37.2m will be paid in the
form of new shares in the Company and €2.8m will be paid in cash.
Novo is eligible for up to €370m by way of development, regulatory
and sales milestone payments and to double digit royalties on
future net sales.
With the allocation of the newly
issued shares in the Company, Novo's stake in the share capital of
Innate Pharma increases from 10.3% to 15.5%.
This capital increase is effected
through the 17th resolution
of the June 2, 2016 General Meeting of Innate Pharma held on 2 June
2016, pursuant to which the shareholders granted the Company's
Management Board powers to increase the Company's share capital in
consideration for asset contributions[1].
The Supervisory Board of the
Company, at its meeting of June 1st, 2017,
unanimously approved the Contribution proposal.
The Management Board, at its
meeting of June 2, 2017, approved the draft contribution agreement
and license agreement, authorised the Company CEO to execute these
agreements and approved the proposed capital increase of the
Company in consideration for the Contribution. The management
board, at its meeting of July 13, 2017, noted the completion of the
Contribution, settled the 3,343,748 new ordinary shares issued in
consideration for the Contribution and noted the completion of the
capital increase.
The reasons and terms of the
transaction are described hereafter.
-
Reasons for the transaction
The Contribution is the last step
in the acquisition of the exclusive development and commercial
rights in the anti-C5aR antibody by Innate Pharma. This acquisition
will allow Innate Pharma to strengthen its proprietary pipeline
with the acquisition of anti-C5aR (which becomes the IPH5401
program), a clinical-stage antibody, which could start clinical
trials in oncology in 2018.
IPH5401 is a "first-in-class"
therapeutic antibody that specifically binds and blocks C5a
receptors (C5aR) expressed on subsets of myeloid-derived suppressor
cells (MDSC) and neutrophils. Part of the innate immune system,
these types of cells secrete inflammatory and angiogenic factors
which promote tumour growth. In addition, they potently suppress
anti-tumour T and NK cells and hamper the activities of PD-1
checkpoint blockers.
C5a, a factor in the complement
cascade, is often overexpressed in tumours, where it attracts and
activates MDSC and neutrophils in the tumour's
microenvironment.
IPH5401 is an entirely human
antibody that blocks the binding of C5a to C5aR, thereby reducing
the accumulation and activation of MDSC and neutrophils in tumours.
Treatment with IPH5401 may initiate anti-tumour activities of T
cells and NK cells. Preclinical trials support the development of
IPH5401 as single agent and in combination with PD-1 checkpoint
blockers or other cancer immunotherapies.
Under the transaction, Innate
Pharma does acquire worldwide rights to anti-C5aR/IPH5401 in all
indications from Novo.
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Terms of the transaction
2.1 Parties to the
transaction
Issuer -
Beneficiary of the Contribution
Innate Pharma, a French société anonyme, whose registered office is located 117
avenue de Luminy, 13009 Marseille, registered with the registre du commerce et des sociétés of Marseille under
number 424 365 336.
Contributor
Novo Nordisk A/S, a Danish
corporation (Aktieselskab), whose registered
office is located Novo Allé, 2880 Bagsvaerd, Danemark,
registered with the Danish Central Trade Register (Det Centrale Virksomhedsregister) under number
24 25 67 90.
Prior to the Contribution, Novo
was a shareholder of the Company and owned 10.3% of the Company's
share capital. Furthermore, Novo has had a seat on the supervisory
board of the Company since June 26, 2007 and is represented by Mr.
Karsten Munk Knudsen.
Company whose
shares are contributed
NN C5aR S.A.S., a French
société par actions simplifiée, whose
registered office is located 95 rue La Boétie, 75008 Paris,
registered with the registre du commerce et des
sociétés of Paris under number 830 680 476.
Following the transaction, a
simplified merger (fusion simplifiée) will be
implemented between the Company and NN C5aR, which is a
wholly-owned subsidiary of the Company, leading to the absorption
of NN C5aR by the Company.
2.2 Shares subject
to the Contribution
The shares subject to the
Contribution, i.e. 5,500,000 shares,
represent 100% of the share capital and voting rights of
NN C5aR S.A.S (the "Contributed
Shares") and are fully contributed by Novo. By mutual agreement
between Novo and the Company, the Contributed Shares were valued at
€37,166,667.
2.3 Terms of the
Contribution
The Contribution is effected under
ordinary contributions in kind legal regime as defined by the
provisions of Article L. 225-147 of the French commercial code.
The Contributed Shares have been
valued at their actual value, which, as it has been agreed between
the parties, is €37,166,667.
The contribution agreement
stipulated that the number of shares to be issued as consideration
for the Contribution (representing €37.2m) would be calculated on
the basis of the volume-weighted average Innate share price during
a period of 10 consecutive trading days starting on June 26, 2017,
with a minimum of 2,700,000 shares and a maximum of 3,500,000
shares, i.e. an implied share issue price of
€10.62 and €13.77.
The volume-weighted average share
price during a period of 10 consecutive trading days starting on
June 26, 2017 equals to €11.12, i.e. a number
of shares to be issued of 3,343,748 (the "New
Innate Shares") with a nominal value of €0.05 each, entirely
assimilated to the existing shares of the Company. Such issue price
shows a premium of 1.74 % compared to the closing price of July 12,
2017.
The New Innate Shares will be
subject to an application for admission to trading on Euronext
Paris to be assimilated with the existing listed shares of the
Company (ISIN code FR0010331421).
The resulting share capital
increase of the Company is €167,187.40, which brings the Company's
share capital to €2,867,817.60, divided into 57,356,352 ordinary
shares. The new shares represent 6.2% of the share capital of the
Company before the issuance and any shareholder holding 1% of the
share capital pre-issuance will hold 0.94% following the
issuance.
Novo agreed to a 180-day lock-up
period related to the New Innate Shares starting on July 13,
2017.
Given that the transaction
constitutes a contribution of assets resulting in an issuance of
securities representing less than 10% of the securities of the same
category already admitted to trading on a regulated market, the
parties are not subject to the requirement to publish a prospectus
approved by the AMF pursuant to Article 17 of the AMF instruction
n° 2016-04 dated October 21, 2016.
2.4 Assessment of
the value and remuneration of Contribution
Pursuant to Article L. 225-147 of
the French commercial code and to Recommendation n° 2011-11 of
the AMF, Ms. Lison Chouraki and Mr. Luc-René Chamouleau were
appointed as contribution auditors (the "Contribution Auditors") for the purpose of the
Contribution, by ordinance of the President of the Commercial Court
of Marseille dated June 1st, 2017, with
the task of assessing the value of the Contribution and the
fairness of the remuneration for the contributed NN C5aR
shares. The Contribution Auditors' reports were filed at the
registered office and published on the Company's website on July 5,
2017.
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Conclusions of the Contribution Auditors on the
value of the Contribution
In their report on the value of
the Contribution dated July 5, 2017, the Contribution Auditors
state that: "Based on our work and at the
date of this report, we believe that the adopted value of the
contribution, amounting to €37,166,667, is not overvalued and,
therefore, that the net contributed asset is at least equal to the
amount of the capital increase of Innate Pharma, plus the issue
premium."
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Conclusions of the Contribution Auditors on the
remuneration for the Contribution
In their report on the
remuneration of the Contribution dated July 5, 2017, the
Contribution Auditors state that: "Based on
our work and at the date of this report, and subject to the share
price of Innate Pharma falling within the value range implied in
the contribution agreement, we believe that the proposed
remuneration for the contribution, leading to the issuance of
2,700,000 to 3,500,000 Innate Pharma shares decided by the parties,
is fair."
The price of the capital increase
corresponding to the average share price provided for in the
contribution agreement is €11.12, within the €10.62 to €13.77 range
of the implied Innate Pharma share issue price mentioned in 2.3
above.
About Innate
Pharma:
Innate Pharma S.A. is a
clinical-stage biotechnology company with a focus on discovering
and developing first-in-class therapeutic antibodies that harness
the innate immune system to improve cancer treatment and clinical
outcomes for patients.
Innate Pharma specializes in
immuno-oncology, a new therapeutic field that is changing cancer
treatment by mobilising the power of the body's immune system to
recognise and kill cancer cells.
The Company's aim is to become a
fully-integrated biopharmaceutical company in the area of
immunotherapy and to focus on serious unmet medical needs
associated with cancer. Innate Pharma has pioneered the discovery
and development of checkpoint inhibitors to activate the innate
immune system. Innate Pharma's innovative approach has resulted in
three "first-in-class", clinical trial-stage antibodies targeting
natural killer cell receptors that may address a broad range of
solid and hematological cancer indications as well as additional
preclinical product candidates and technologies. Targeting
receptors involved in innate immunity also creates opportunities
for the Company to develop therapies for inflammatory diseases.
The Company's expertise and
understanding of natural killer cell biology have enabled it to
enter into major alliances with leaders in the biopharmaceutical
industry including AstraZeneca, Bristol-Myers Squibb and
Sanofi.
Based in Marseille, France, Innate
Pharma has more than 170 employees and is listed on Euronext
Paris.
Learn more about Innate Pharma at
www.innate-pharma.com.
Information about
Innate Pharma shares:
ISIN code
Ticker code |
FR0010331421
IPH |
Disclaimer:
This press release contains
certain forward-looking statements. Although the company believes
its expectations are based on reasonable assumptions, these
forward-looking statements are subject to numerous risks and
uncertainties, which could cause actual results to differ
materially from those anticipated. For a discussion of risks and
uncertainties which could cause the company's actual results,
financial condition, performance or achievements to differ from
those contained in the forward-looking statements, please refer to
the Risk Factors ("Facteurs de Risque") section of the Document de
Reference prospectus filed with the AMF, which is available on the
AMF website (www.amf-france.org) or on Innate Pharma's website
(www.innate-pharma.com).
This press release and the information contained herein do not
constitute an offer to sell or a solicitation of an offer to buy or
subscribe to shares in Innate Pharma in any country.
For additional
information, please contact:
Innate Pharma |
Contacts Presse |
Laure-Hélène Mercier
Chief Financial Officer |
ATCG Press (France)
Marie Puvieux |
Tel.:
+33 (0)4 30 30 30 87 |
Mob: +33 (0)6 10 54 36 72 |
investors@innate-pharma.com |
presse@atcg-partners.com |
|
Consilium Strategic Communications
(ROW) |
|
Mary-Jane Elliott / Sue Stuart /
Jessica Hodgson |
|
Tel.: +44
(0)20 3709 5700 |
|
InnatePharma@consilium-comms.com |
[1] Article
L. 225-147 para. 6 of the French commercial code.
PR in English
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: INNATE PHARMA via Globenewswire
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