Takeover bid OncoDNA on IntegraGEN
Agreement to file a friendly takeover bid initiated by ONCODNA on INTEGRAGEN to acquire all outstanding shares at a price of 2.20€ per share
This transaction would bring together OncoDNA's expertise in oncology precision medicine and IntegraGen's know-how in DNA sequencing services and bioinformatics analyses. The combination of both companies would enable to offer a complete solution that combines oncology laboratory testing and software solutions which will benefit the treatment of patients with advanced cancer.
9th July 2020 (7:45), Gosselies (Belgium) and Evry (France): OncoDNA SA and IntegraGen SA (Paris: ALINT) announce the signature on July 8th 2020 of an agreement under which the Belgian company OncoDNA will file today a friendly cash tender offer to purchase the shares of the French company IntegraGen, whose securities are admitted to trading on the Euronext Growth market of Euronext Paris, at a price per share of €2.20, valuing IntegraGen share capital at €14.5m1 for 100%. This transaction represents a premium of +36.2% compared to the last closing price of IntegraGen shares and +23.2% compared to the volume-weighted average price over the previous six months. The offer was approved on a unanimous basis by all members of the Board of both companies.
According to articles 261-1 I 2° et 4° of the general regulations of the AMF, the Board of IntegraGen has mandated on April 26 2020 as independent appraiser the consulting firm Crowe HAF, represented by Mister Olivier Grivillers, in order to prepare a fairness opinion on the financial terms of the offer. His report will be reproduced in extensor in the draft offer document of IntegraGen.
Subject to the approval of the Autorité des Marchés Financiers (AMF) and pursuant to applicable regulations to foreign investment control in France, the public offer shall be opened at the end of the third quarter of 2020. OncoDNA currently owns no share of IntegraGen.
For the last seven years, OncoDNA, a leading international player in oncology precision medicine, has been developing a comprehensive offer for clinicians that provides innovative molecular tests to guidetheir clinical decision process for the treatment of patients with advanced cancer. OncoDNA also offers liquid biopsy follow-up solutions to better monitor disease progression. OncoDNA's strength is its proprietary database that enables remote clinical interpretation via a SaaS model for molecular analyses performed by laboratories around the world. Thanks to its network, OncoDNA has established collaborations within the pharmaceutical industry to assist with clinical trials which focus on new oncology treatments.
Backed by a highly competent and qualified team, IntegraGen is a leading player in DNA sequencing services with specialized expertise in exome and complete genome analyses. The company operates sequencing platforms for major players of the genomic sector and has developed a portfolio of software for genomic data interpretation that are distributed on a SaaS model and already commercialized in Europe and the USA. IntegraGen's activities are particularly complementary to OncoDNA's offer.
Comprehensive genomic analysis of cancer cells has become increasingly relevant as a part of the cancer treatment decision making process, especially with the surge in targeted therapies and immunotherapies. The ability to detect and determine genomic differences between tumor and normal cells is critical to providing patients the most appropriate treatment options and to ensure a proper follow-up. Similarly, genomic analysis is a key element for diagnostic and research in the fields of rare diseases and microbiology.
In the context of this transaction, the companies, which are already engaged in commercial agreements, plan to integrate their respective service offers by combining DNA sequencing services and the bioinformatics tools developed by IntegraGen with the innovative portfolio of tests OncoDNA offers to oncologists. This joint offer would enable to provide a unique range of services and software solutions to clinicians, oncologists, researchers and biologists worldwide while also leveraging a proprietary database that includes patient follow-up capabilities and artificial intelligence technology.
"We are very happy to announce this friendly takeover bid that will bring together IntegraGen's know-how in sequencing services and bioinformatics analyses with our expertise in oncology clinical interpretation, making us a major European player in the emerging field of oncology precision medicine", said Jean-Pol Detiffe, OncoDNA founder and CEO. "By uniting our skills, we will integrate the entire chain of genomic operations and benefit from having a large-scale production capacity readyfor tomorrow's analyses, namely the complete sequencing of the tumor. Giving new hope and provide treatment options to patients on a worldwide basis has always been OncoDNA's motive since day one."
Bernard Courtieu, CEO of IntegraGen, added "We are pleased to create this close working relationship with OncoDNA, a company recognized for its experience and technical skills. We share a common ambition to provide researchers and clinicians' communities with the best analysis and genomic interpretation tools. OncoDNA's international presence will enable IntegraGen to fully exploit its sequencing capacities and the integration of both company's teams, especially our information technology and bioinformatics expertise, will enhance OncoDNA's global offer."
OncoDNA is advised by ODDO BHF, White & Case and Osborne Clarke. IntegraGen is advised by Portzamparc and Jones Days.
OncoDNA is a private, oncology-focused healthcare technology company that combines advanced, comprehensive testing of all clinically relevant cancer biomarkers (DNA, RNA and protein profiles) from both solid and liquid biopsies with a proprietary cancer treatment knowledge database called OncoKDO™ which continuously 'learns' from cutting-edge, validated, scientific and medical advances. This one-stop-shop analysis and interpretation service gives oncologists actionable results to enable the selection of treatments tailored to the individual patient's cancer profile.
OncoDNA provides to laboratories in the world equipped with NGS equipment an access to a state-of-the-art interpretation software to improve their routine oncology-oriented analyses. The SaaS software OncoKDM is a web-based tool that processes oncology raw NGS and molecular biology data to turn them into clinical insights such as treatment options or clinical trials.
OncoDNA also works in collaboration with the biopharma industry to develop and deliver the treatments of tomorrow by assisting in the design, enrolment and assessment of clinical trials as wellas increasing access to approved precision medicines. The company is based in Gosselies, Belgium, and counts 55 employees in five countries.
IntegraGen is a company specializing in the analysis of the human genome that performs adaptive and quickly interpretable analyses for academic and private laboratories. For the management of cancers, which are characterized by a genetic disruption of cells, IntegraGen provides researchers and doctors with universal and individualized therapeutic guidance tools allowing them to adapt the treatment to the patient's genetic profile.
IntegraGen has 46 employees and generated € 8.3 million of revenue of in 2019. Based in the Génopole d'Evry, IntegraGen is also present in the United States in Cambridge, MA. IntegraGen is listed on Euronext Growth in Paris (ISIN: FR0010908723 - Mnemo: ALINT - Eligible PEA-PME).
Jean-Pol DETIFFE – CEO
Pierre FLAMANT –CFO
Tél : +32 (0)71 183 350
Bernard COURTIEU – President and CEO
Laurence RIOT LAMOTTE – CFO
Tel. : +33 (0)1 60 91 09 00
Tél. : +33 (0)1 44 71 98 53