ONCODESIGN announces the separation of its two business lines – Service and Biotech – and its entry into exclusive negotiations with Elyan Partners for the sale of a majority stake in ONCODESIGN (Service), followed by a simplified takeover offer
Dijon, July 1st, 2022, at 8:45am CEST – ONCODESIGN (FR0011766229 – ALONC), a biopharmaceuticals group specialising in precision medicine, today announced that, as part of the planned separation of its two business areas, “Service” and “Biotech” (the “Separation”), the Board of Directors has approved the subsidiarisation of its Biotech business.
The planned transactions are as follows:
- The subsidiarisation by ONCODESIGN of its Biotech/AI activities through a partial transfer of assets to the ONCODESIGN Precision Medicine (OPM) subsidiary, and the listing of this subsidiary through an exceptional distribution in kind to ONCODESIGN’s shareholders concomitant with the admission of all OPM’s shares to listing on Euronext Growth
- The creation of two distinct listed entities, with different corporate purposes which are ambitious, motivating for employees and value-creating for shareholders:
- The Service activity, dedicated to Drug Discovery CRO activities within ONCODESIGN Service;
- The Biotech activity, integrating Artificial Intelligence, within OPM. The company will seek to refinance itself on the market to meet the increasing costs of clinical development.
- The acquisition by Edmond de Rothschild Equity Strategies IV SLP, advised by Elyan Partners, of 52.17% of the share capital and 51.43% of the voting rights (excluding double voting rights) of ONCODESIGN from its main shareholders subject to completion of the transactions described above, followed by a mandatory simplified public tender offer for the remaining shares and, a mandatory squeeze-out by the end of the offer period if the conditions are met:
- Price per share of €14.41, subject to an audit on pro forma financial statements (excluding Biotech/AI activities) at 31 May 2022 on the basis of which the price was set and to an audit of the flows between the Service and Biotech activities between May 31, 2022 and the effective separation of the two activities;
- The share price values 100% of ONCODESIGN’s capital (excluding Biotech/AI activities) at approximately €100 million on a fully diluted basis.
- These transactions planned will be subject to a preliminary information and consultation process with bodies representing ONCODESIGN employees.