BioAlliance to Merge With Topotarget in All-Stock Deal

BioAlliance Pharma SA plans to merge with Topotarget A/S of Denmark in an all-stock deal set to create a larger developer of treatments for rare cancers.

Investors in Copenhagen-based Topotarget will get two new BioAlliance shares for every 27 Topotarget shares held, the companies said in a statement today. Topotarget stockholders will own about a third of the combined company, while existing shareholders of Paris-based BioAlliance will hold the rest, they said. The value of the deal will be determined by the stock prices the moment the new BioAlliance Pharma shares are issued, BioAlliance Pharma Chief Executive Officer Judith Greciet said during a telephone interview today.

BioAlliance will be the continuing company, and Greciet will remain CEO of the combined entity, the two companies said. With Topotarget, BioAlliance gains belinostat, an experimental treatment for a form of lymphoma. This will add to the two cancer therapies BioAlliance already has in late-stage development. The market for medicines for rare cancers was more than $45 billion last year, and will probably reach about $80 billion in 2018, the two companies said.

“It’s a rather atypical transaction,” Greciet said earlier today during a conference call with reporters. “It will make us bigger and stronger in negotiations and in the search for partnerships in different territories worldwide.”

Unanimous Approval

The transaction was unanimously approved by the boards of the two companies, according to the statement. As of yesterday, BioAlliance had a market value of 144.5 million euros ($200 million) while Topotarget was worth 431 million Danish kroner ($80 million). At yesterday’s share prices, the transaction would have been valued at about 75 million euros, Greciet said during the phone interview.

The combined company will be headquartered in Paris and retain operations in Denmark, Greciet said. It will have more than 60 employees and no headcount reduction is planned, she said.

BioAlliance shares fell 0.4 percent to 7.13 euros in Paris trading today, while Topotarget stock jumped 14 percent to 3.42 kroner in Copenhagen.

BioAlliance will continue seeking partnerships to add compounds and technologies, said Greciet.

The transaction will be completed in July or August, the companies said. BioAlliance is listed on Euronext Paris, and will apply for a dual listing on Nasdaq OMX Copenhagen, they said.

Centerview Partners and Nordea acted as financial advisers to BioAlliance for the deal, and ABG Sundal Collier advised Topotarget.

No decision has yet been made on the name of the combined entity, Greciet said during the interview.

(Closes shares in seventh paragraph.)
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