BioAlliance Pharma, Topotarget to form Onxeo

PARIS & COPENHAGEN, Denmark—BioAlliance Pharma SA and Topotarget A/S have announced a definitive merger agreement to combine their companies under the new name of Onxeo, an organization they hope will grow to be a leader in orphan oncology. Both companies’ boards of directors have unanimously approved the merger.

In addition, the merger has been endorsed by the two largest institutional shareholders of each company: Financière de la Montagne and Idinvest Partners, shareholders of BioAlliance Pharma, who hold 18.8 percent of the company’s undiluted share capital; and HealthCap funds and HBM Healthcare Investments, shareholders of Topotarget, who hold 12.6 percent of the undiluted share capital of the company. All the above shareholders agreed to vote in favor of the merger proposal at the companies’ upcoming extraordinary general meetings.

“The finalization of the definitive terms of the merger is an important milestone in the merger with Topotarget, which will allow us to strengthen and diversify our position in rare cancers,” Judith Greciet, CEO of BioAlliance Pharma, said in a press release regarding the merger. “With a promising portfolio, recognized expertise and greater critical mass, I am confident that Onxeo will rapidly become a major company in the field of orphan oncology treatments, thus realizing its potential to create value for shareholders and, most importantly, making available innovative therapeutic solutions to patients with urgent and unmet medical needs.”

The companies originally announced their plans to merge on April 16, 2014, noting that BioAlliance Pharma would be the continuing company and that shares issued by Topotarget would be exchanged at the rate of two newly issued shares in BioAlliance Pharma for each 27 Topotarget shares held. The end result would have existing BioAlliance Pharma shareholders owning roughly two-thirds of the shares in the merged company, while Topotarget shareholders would own approximately one-third. The merger has an expected completion date of July or August of this year.

“The positioning of BioAlliance Pharma, their late-stage assets and expertise makes them a perfect fit for Topotarget, allowing the acceleration of belinostat’s development in several new orphan oncology indications by leveraging both teams’ synergistic expertise. We are confident that this merger will deliver to our shareholders the best possible value and the opportunity to jointly shape a dynamic new player in the orphan oncology market,” Anders Vadsholt, CEO of Topotarget, commented in a statement.

Onxeo will hit the ground running with a portfolio of late-stage product candidates. Topotarget’s belinostat, a novel pan-histone deacetylase inhibitor, is under Priority Review by the U.S. Food and Drug Administration for the treatment of relapsed or refractory peripheral T-cell lymphoma, with a decision expected early this August. The compound also has potential in other cancer indications within the subset of hematology and solid tumors, and Topotarget holds the exclusive rights outside of North America and India. BioAlliance Pharma also brings some product candidates to the table: Validive, which received Fast Track Designation for the prevention and treatment of oral mucositis induced by cancer treatments and is expecting Phase 2 data in Q4 2014, and Livatag, which has also received Fast Track Designation and is undergoing a Phase 3 trial in primary liver cancer.

Judith Greciet, CEO of BioAlliance Pharma, will lead Onxeo, with Patrick Langlois serving as chairman. Dr. Bo Jesper Hansen, chairman of Topotarget, and Per Samuelsson, partner at HealthCap venture capital funds, will also join Onxeo’s board of directors.

SOURCE: BioAlliance Pharma press release