BioAlliance Pharma, TopoTarget A/S to Merge

BioAlliance Pharma SA and Topotarget A/S recently announced the signature of a definitive merger plan to create the combination of BioAlliance Pharma SA and Topotarget A/S to be operating under the new name Onxeo, with the aim of becoming a global leader in orphan oncology. The merger agreement has been unanimously approved by the Boards of Directors of both companies.

The merger plan confirmed the terms of the merger agreement announced on April 16, 2014, whereby the continuing entity will be BioAlliance Pharma and the exchange ratio of two newly issued shares in BioAlliance Pharma for every 27 Topotarget shares held, resulting in shareholders of BioAlliance Pharma holding approximately 2/3 and existing Topotarget shareholders 1/3 of BioAlliance Pharma, to be named Onxeo.

Following the merger of the two biopharmaceutical companies, BioAlliance Pharma will be operating under the name of Onxeo, a new company in the field of orphan oncology conditions, with a complementary portfolio of advanced programs targeting severe pathologies where there exist an unmet medical need:

Belinostat, which is under Priority Review by FDA with expected response date early August 2014. A potential approval would demonstrate its clinical potential and trigger a significant cash payment ($25 million) from US partner company Spectrum Pharmaceuticals, as well as future double-digit royalties. Validive, for which results of Phase II studies in Europe and the US are expected in Q4 2014. Livatag, currently in international Phase III studies and which recently received Fast Track designation by FDA. In addition to these well-advanced indications, other indications could be developed for the treatment of rare cancers.

Onxeo will operate in a fast-growing market; the market for orphan oncology treatments was worth more than $45 billion in 2013, and is expected to reach up to $80 billion by 2018.

Onxeo will have a portfolio based on the programs of the two entities, which are highly complementary and which are set to reach key milestones in their clinical development in the short- or medium-term, potentially creating significant value. The growth of the new company will be driven by the high levels of expertise built up within the two teams.

The merger is endorsed by the two largest institutional shareholders of both companies – in the case of BioAlliance Pharma by Financière de la Montagne and Idinvest Partners, representing 18.8% of the undiluted share capital of BioAlliance Pharma, and in the case of Topotarget by HealthCap funds and HBM Healthcare Investments, representing 12.6% of the undiluted share capital of Topotarget – all of whom have agreed to vote in favor of the merger proposal at the upcoming extraordinary general meetings of the respective companies.

Onxeo will be led by Judith Greciet, Chief Executive Officer of BioAlliance Pharma. Mr. Patrick Langlois will continue in his role as Chairman of Onxeo. The Board of Directors of Onxeo will be strengthened by the arrival of Dr. Bo Jesper Hansen, currently Chairman of Topotarget, and Mr. Per Samuelsson, Partner in the HealthCap venture capital funds.