ELYAN PARTNERS enters into exclusive negotiations for the acquisition of a majority stake in the capital of ONCODESIGN (service) followed by the filing of a simplified takeover offer
Elyan Partners ("Elyan") has entered into exclusive negotiations with a view to acquiring from the main shareholders of ONCODESIGN, subject to the final completion of the separation of its two businesses "Service" and "Biotech" announced today by ONCODESIGN and the absence of events likely to permanently affect the continuity of the operation of ONCODESIGN, a control block representing to date 52.17% of the capital of ONCODESIGN ( the “Control Block”). The company CEO and Founder, Philippe Genne, through his holding company PCG, as well as members of the ExCom will reinvest in the acquisition structure. Alongside Elyan, Philippe Genne will continue to support the development of ODS as a shareholder and as Chairman of the Supervisory Board of the acquisition holding company.
Services to the pharmaceutical industry meet a fundamental societal need to improve living conditions by participating in the development of new therapies. This sector has historically withstood the various economic and health crises of recent decades, and should continue to grow thanks to the increase in the number of molecules tested each year and increased outsourcing of services by the pharma industry (and biotechs in particular).
ONCODESIGN's Service Business Unit has world-renowned expertise in the preclinical evaluation of the proof of concept of new experimental therapies in oncology and immuno-inflammation as well as many other skills and expertise in Medicinal Chemistry, Pharmaco-imaging, Molecular radiotherapy (MRT), pharmacokinetics, bio-analysis and humanized models. The management team, led by Fabrice Viviani, not only contributed to the development of the Service BU, but also increased the number and quality of external clients with a continuum of Drug Discovery Service offers combining integrated multidisciplinary offers (DRIVE and InPACT) and stand-alone offers (SOLO), to offer customers a premium "one stop shop" service for the discovery and development of therapeutic molecules.
Our intention is to support the management team of Oncodesign Service in the pursuit of organic growth, possibly combined with acquisitions aimed at increasing the scientific expertise of the company and to have access to other customers or other geographies.
Subject to the absence of events likely to permanently affect the continuity of ONCODESIGN's operations and the acquisition of the Control Block, the acquisition holding company controlled by Edmond de Rothschild Equity Strategies IV SLP (ERES IV SLP), advised by Elyan Partners, would file on a mandatory basis a draft simplified takeover bid subject to AMF review and relating to the remaining securities issued by ONCODESIGN, at the same price as that retained in connection with the acquisition of the Control Block, i.e. 14.41 euros per share, subject to an audit of the pro-forma accounts of ONCODESIGN as of May 31, 2022 (i.e. the accounts of ONCODESIGN without the Biotech/IA BU) and an audit of the flows between the Service and Biotech activities between May 31, 2022 and the completion of the sale of the Control Block. The firm BM&A would, subject to the AMF's right of opposition, be appointed as an independent expert in charge of drawing up a report on the fairness of the financial conditions of the public offer in accordance with article 261- 1 of the AMF General Regulation.
The signing of the definitive agreements relating to the acquisition of the Control Block by Edmond de Rothschild Equity Strategies IV SLP, advised by Elyan Partners, can only take place after consultation with the representative bodies of ONCODESIGN personnel.
If the conditions are met at the closing of the simplified takeover, the initiator will execute a squeeze-out procedure on the ONCODESIGN shares not tendered to the offer.
Jean-François Félix, Vincent Manès and Maxence De Vienne, Partners of Elyan, declare:
“We are delighted to join forces with Philippe Genne, Fabrice Viviani and the entire ONCODESIGN Service team to make ODS a European leader in Drug Discovery services. With its unique scientific expertise, its international presence and its innovative commercial approach, ODS has strong development potential to support its customers, biotechs and pharmaceutical groups, in the development of their research projects. We want to contribute to this value creation through a collaborative approach to development, and in particular by making targeted acquisitions. »
Philippe Genne, CEO and Founder of ONCODESIGN, declares:
“This operation is the logical continuation of the evolution of ONCODESIGN since its creation and in particular since the organization into a Business Unit. ONCODESIGN Service has solid foundations, based on our innovation model, and on the technologies used. Its development has been very strong in recent years and will allow an acceleration of growth, in particular thanks to acquisitions, as planned. I am delighted to ensure strategic continuity by remaining involved in the project, as an investor and on the Supervisory Board, alongside Fabrice Viviani and Elyan. »
Fabrice Viviani, Managing Director of ONCODESIGN service, declares:
"We are particularly enthusiastic to have the opportunity to welcome and rely on the Elyan Partners team to continue the development and growth momentum in recent years, driven by our technologies and continuum of service offerings in drug discovery. We have great ambitions together, to become a key European player and strategic partner of choice for our customers, by supporting them with a top-of-the-range service in their programs for the discovery and development of new innovative therapies to treat cancer and inflammatory pathologies, areas in which we are firmly established and recognized in preclinical research. Together we will be able to strengthen and accelerate the expansion of our services by acquiring new technologies and companies to offer an increasingly comprehensive offer. Beyond our ambitions, it is also the continuity of a project of men and women motivated to contribute and help discover new effective treatment solutions for patients. »
ADVISORS
Elyan team : Jean-François Félix, Vincent Manès, Maxence de Vienne, Guillaume Vacherand
Buysides advisors:
Bredin Prat (Olivier Assant, Clémence Fallet, Paul Worms et Arthur Schaefer en Corporate, Julien Gayral et Adrien Soumagne en Fiscalité, Laëtitia Tombarello et Emilie Gatineau en Social, et Juliette Crouzet en Propriété Intellectuelle)
Larka (Pierre-Anthony Brioir, Adrien Chalmont)
Deloitte TS (Frédérique Lévêque-Chenevoy, Audrey Guyot)
Deloitte Société d’Avocats (Olivier Venzal, Laurent Khemisti, Eric Guillemet, Tiphaine Begin, Cécile Debin, Clémence Colson)
ERM (David Cruikshank, Aurélien Beckmann)
Sellside advisors:
Lamy Lexel (Michel Masoero, Pierre-Antoine Farhat, Mathilde Trannoy, Marine Massoni, Manon Pourcher, Manon Beaudot, Aurélie Dantzikian Frachon)
Bryan Garnier (Olivier Garnier, Hervé Ronin, Raphael Bidaut, Mickael Dubourd)
Eight Advisory (Xavier Mesguich, Benoit Madelaine)
Press contacts:
NewCap (Mathilde Bohin, Louis-Victor Delouvrier, Arthur Rouillé)
ABOUT ONCODESIGN
Oncodesign is a biopharmaceutical company dedicated to precision medicine, founded in 1995 by its current CEO and majority shareholder, and has been listed on Euronext Growth Market since April 2014. Its mission is the discovery of effective therapies to fight cancer and other diseases without therapeutic solutions. With its unique experience acquired by working with more than 1 000 clients, including the world’s largest pharmaceutical companies, along with its unique technological platform combining Artificial Intelligence, state-of-the-art medicinal chemistry, pharmacology, regulated bioanalysis, medical imaging, Oncodesign is able to select new therapeutic targets, design and develop potential preclinical candidates through to clinical phases. Oncodesign has configured its organization to offer innovative services to its customers and to license its proprietary molecules. Applied to kinase inhibitors, which represent a market estimated at over $65 billion by 2027 and accounting for almost 25% of the pharmaceutical industry’s R&D expenditure, Oncodesign’s technology has already enabled the targeting of several promising molecules with substantial therapeutic potential, in oncology and elsewhere, along with partnerships with global pharmaceutical groups. Oncodesign is based in Dijon, France, in the heart of the town’s university and hospital hub, and within the Paris-Saclay cluster. Oncodesign has 240 employees within 3 Business Units (BU): Service, Biotech, Artificial Intelligence and subsidiaries in Canada and the USA.
ABOUT ELYAN PARTNERS
A partner member of Edmond de Rothschild Private Equity, Elyan Partners SAS (“Elyan”) is a financial investment advisor, and the exclusive advisor for the ERES funds and advisor to the Privilege funds with the Edmond de Rothschild Group. Edmond de Rothschild Equity Strategies IV SLP (“ERES IV”) invests in medium-sized companies in Europe and North America, mainly in four themes: the biotech ecosystem, e-commerce, financial services and new consumers.
Edmond de Rothschild Private Equity is the commercial name of the Private Equity entities of the Edmond de Rothschild Group and manages more than CHF 3.4 billion in assets under management. With an entrepreneurial approach to finance and supported by strong convictions, Edmond de Rothschild Private Equity builds and develops differentiated investment strategies that provide a sustainable response to environmental and social issues. Founded in 1953, the Group had nearly CHF 178 billion in assets under management as of December 31, 2021, 2,500 employees and 29 locations around the world.
ABOUT ERES IV
ERES IV is a professional fund whose management company is Edmond de Rothschild Private Equity (France), approved by the Autorité des Marchés Financiers (“AMF”), advised by Elyan Partners. ERES IV is a fund under French law declared to the AMF, currently being marketed and reserved for professional investors within the meaning of the MiFID Directive. ERES IV may not be authorized for sale in the reader's country of residence. Any investment in Private Equity involves specific risks, including the risk of capital loss, discretionary management and liquidity risk. It is up to each investor to analyze its risk by reading the regulatory documents of the fund available free of charge on request from the management company.
The mention of certain investments does not constitute a recommendation to buy or sell the securities or shares of the companies presented.