Oncodesign Services, a leading Contract Research Organization (CRO) specializing in drug discovery and preclinical services in oncology and immuno-inflammation, and Elyan Partners announce the completion of the acquisition of a majority stake in Oncodesign Services by ERES IV, representing 61.58% of its share capital (the “Control Block “), from its main shareholders, including Mr. Philippe Genne, Founder of Oncodesign Services, as well as certain key shareholders and several managers and minority shareholders, following the entry into exclusive negotiations on June 30, 2022.
The share price has been increased to €14.42 per share (initially estimated at €14.41 per share) following the detailed audit of the Oncodesign balance sheet as of 31 May 2022. This share price, to which should be added the OPM share value of €0.817 per share1 that was distributed to Oncodesign Services shareholders on 5 October 2022, i.e. a total of €15.237, represents a premium of 66,2% over Oncodesign's share price on 29 June 2022, the day before the announcement of the acquisition of the Control Block (Oncodesign reference price on June 29: €9.17).
This acquisition is made in partnership with the management of Oncodesign Services led by Fabrice Viviani and with Mr. Philippe Genne (via his holding company P.C.G.), former CEO and Founder of Oncodesign.
Following the acquisition of the Control Block, the acquisition holding company, controlled by ERES IV SLP and advised by Elyan Partners, will file in the next few days, on a mandatory basis, a simplified tender offer project subject to the compliance of the AMF concerning the remaining shares issued by Oncodesign Services at the same price as the one retained for the acquisition of the Control Block, i.e. €14.42 per share. Subject to the AMF's right to object, the firm BM&A has been appointed as an independent expert to prepare a report on the fairness of the financial terms of the public offer in accordance with Article 261-1 of the AMF's General Regulation.
This public offer is an attractive opportunity for shareholders who will tender their shares to the public offering.
If the conditions are met at the closing of the public offer, the offeror will implement a squeeze-out procedure for the Oncodesign Services shares not tendered to the offer.
This acquisition marks the culmination of various steps since 30 June, summarized below:
- • Separation of the Biotech (Oncodesign Precision Medicine - OPM) and Services (Oncodesign Services - ODS) activities of the Oncodesign Group on 31 August 2022. Each entity, leader in its market (Oncodesign Services, leader in Drug Discovery services and OPM, leader in Precision Medicine), has reached a level of maturity that allows it to act autonomously in rapidly changing markets.
- ODS: With 600 clients in 33 countries and 210 employees worldwide, ODS’s Drug Discovery Services are a national leader with a strong presence in France.
- OPM: The first drug candidate against Parkinson's disease and in partnership with Servier officially entered the clinic phase a few weeks ago, the same laboratory signing a new research partnership with OPM concerning the discovery of new therapeutic targets against pancreatic cancers. A second OPM kinase inhibitor is expected to enter the clinic phase shortly.
- Distribution to Oncodesign Services shareholders of one OPM share for each Oncodesign Services share held, on 5 October 2022.
- Concurrent listing of OPM on Euronext Access+ on 5 October 2022, with the historical company Oncodesign becoming Oncodesign Services (ODS).
On October 18, 2022, the Board of Directors took note of the resignations of Kamel Besseghir and Catherine Genne from their mandates as directors, and the co-option of Maxence de Vienne and Laure Lamm-Coutard, as well as the resignation of Philippe Genne from his position as Chairman and CEO and member of the Board and the co-option of Jean-François Felix.
Jean-François Felix is appointed Chairman of the Board of Directors and Fabrice Viviani is appointed Chief Executive Officer.
Furthermore, the Board of Directors takes note of the resignations of Jan Hoflack and Karine Lignel from their mandates as Deputy Managing Directors.
We have reached the end of a strategy started in 2020 with the establishment of the Business Units. Over the last few months, we have been able to establish a lasting relationship with Elyan Partners and I am confident that this change will be a development accelerator for Drug Discovery Services that will enable Oncodesign Services to achieve important international commercial successes in the future. A new adventure is beginning, and I am happy to entrust the keys of the Services house to Fabrice Viviani who has demonstrated the full extent of his qualities as the head of the Services BU in recent years.”
Philippe Genne, Founder, Oncodesign.
This transaction represents a new stage in the life of Oncodesign Services and is being carried out with a continuity of the management team: Fabrice Viviani, who headed the Services part of Oncodesign, is now CEO of Oncodesign Services (ODS) and Philippe Genne, Founder and former CEO of Oncodesign, remains a significant shareholder via his holding company P.C.G. and becomes Chairman of the Supervisory Board of the holding company that acquired ODS.
Today marks a major milestone in the history and trajectory of Oncodesign Services, and I am particularly proud to have been able to contribute with Philippe Genne and his management team, as well as with all of my colleagues, to the growth dynamic of Drug Discovery's service activities, which has been underway for the past few years. We have solid foundations to capitalize on this momentum, and I am delighted to have the support of the Elyan Partners team, who shares our ambition and desire to continue to grow significantly in a service sector that is essential to the discovery of innovative drugs, and to become one of the key European players in drug discovery for our partners and clients of today and tomorrow.”
Fabrice Viviani, CEO, Oncodesign Services.
We are delighted to have reached this important milestone and confirm our intention to support the management team of Oncodesign Services in the pursuit of organic growth, possibly combined with acquisitions aimed at increasing the company's scientific expertise, access to other customers or other geographies.”
Jean-François Félix, Vincent Manès and Maxence de Vienne, Partners of Elyan.
Elyan Partners was assisted in these acquisition transactions by Bredin Prat as legal counsel and Larka, Deloitte TS, Deloitte Société d'Avocats and ERM as due diligence advisors.
ONCODESIGN was assisted in the separation of its two businesses, Biotech and Services, as well as in the acquisition transaction followed by a public exchange offer for the Services business by Lamy Lexel as legal counsel and Bryan, Garnier & Co as M&A counsel and listing sponsor, as well as by the 8Advisory team in Lyon for the financial and accounting work.