Sanofi offers to acquire Kiadis, a clinical-stage company developing cell-based immunotherapy products
November 02 2020 - 1:15AM
Sanofi offers to acquire Kiadis, a
clinical-stage company developing cell-based immunotherapy
products
* Adds proprietary next generation natural
killer (K-NK) cell platform and pipeline of cell-based cancer
immune-therapeutics and infectious disease therapies
PARIS and AMSTERDAM –
November 2, 2020 – Sanofi and Kiadis, a clinical-stage
biopharmaceutical company developing innovative ‘off the shelf’
natural killer (NK) cell based medicines for the treatment of
life-threatening diseases, entered into a definitive agreement
under which Sanofi will make a public offer (subject to
satisfaction of certain customary conditions) to acquire the entire
share capital of Kiadis for EUR 5.45 per share, representing an
aggregate adjusted equity value of €308m1.
“We believe the Kiadis ‘off the shelf’ K-NK cell
technology platform will have broad application against liquid and
solid tumors, and create synergies with Sanofi’s emerging
immuno-oncology pipeline, providing opportunities for us to pursue
potential best-in-disease approaches,” said John Reed, M.D., Ph.D.,
Global Head of Research & Development at Sanofi.
“Kiadis’ vision is to bring novel cell-based
medicines to people with life-threatening diseases, and this
transaction will help achieve that vision,” said Arthur Lahr, Chief
Executive Officer of Kiadis. “After the discontinuation of our lead
product candidate and subsequent reorganization in 2019, we
restarted Kiadis in 2020 as an entirely new company focused solely
on the proprietary and differentiated NK-cell platform that we
obtained through the acquisition of Cytosen Therapeutics. Sanofi’s
offer is a clear testimony to the uniqueness of our NK-cell
platform and the rapid success of Kiadis’ transformation. The
Kiadis Boards unanimously believe that Sanofi has the resources and
financial strength to accelerate development of our NK-cell
products, to the benefit of patients. We believe this transaction
represents compelling value to shareholders and offers a fair
reflection of the potential of our platform and pipeline, given the
risk/reward profile typical to biotech and the capital required to
execute our business plan. Finally, this transaction will provide
excellent career opportunities for our employees, who will be
viewed by Sanofi as their internal cell-therapy experts.”
Innovative K-NK cell
platform
Kiadis’ proprietary platform is based on
allogeneic or ‘off-the-shelf' NK cells from a healthy donor. NK
cells seek and identify malignant cancer cells and have broad
application across various tumor types. The platform has the
potential to make products rapidly and economically available for a
broad patient population across a wide range of indications.
Kiadis’ NK cell-based medicines will be
developed alone and in combination with Sanofi’s existing
platforms.
Complementary strong science to generate
first-in-class medicines and strategic fit across core therapeutic
areas
Sanofi’s research, development, and commercial
expertise will be leveraged to advance Kiadis’ pipeline, which
includes NK cell based medicines for the treatment of patients
undergoing hematopoietic stem cell transplant, liquid and solid
tumors, as well as infectious disease.
In July 2020, Sanofi licensed Kiadis’
pre-clinical K-NK004 program for potential combination for multiple
myeloma.
Kiadis’ pipeline of NK cell therapies
includes:
K-NK002 is in a Phase 2 clinical study
evaluating NK cells to prevent post-transplant relapse in patients
with acute myeloid leukemia (AML) and myelodysplastic syndromes.
The Phase 2 trial will be conducted in collaboration with premier
U.S. transplant centers.
K-NK003 is a Phase 1 study evaluating NK cells
for patients with relapsed or refractory AML.
KNK-ID-101 is a program evaluating the
properties of K-NK cells and their suitability to fight SARS-CoV-2
and the option to develop K-NK cells as a post-exposure pre-emptive
therapy for COVID-19 in high risk patients. Kiadis plans to
initiate a phase 1/2a clinical trial evaluating use of K-NK cells
to treat COVID-19 patients with government grant funding.
Accelerates the clinical development and
broadens patient reach of current Kiadis pipeline
Subject to the completion of the public offer,
Sanofi will provide the resources and capabilities necessary to
accelerate the development of current Kiadis programs for the
treatment of blood tumors, solid cancers, and infectious diseases,
maximizing their potential to the benefit of patients.
About Kiadis
Founded in 1997, Kiadis is committed to
developing innovative cell-based medicines for patients with
life-threatening diseases. With headquarters in Amsterdam, The
Netherlands, and offices and activities across the United States,
Kiadis is reimagining medicine by leveraging the natural strengths
of humanity and our collective immune system to source the best
cells for life.
Kiadis is listed on the regulated market of
Euronext Amsterdam and Euronext Brussels since July 2, 2015, under
the symbol KDS. Learn more at www.kiadis.com.
About the offer
More information about the offer is included in
today’s joint press release of Sanofi and Kiadis pursuant to the
provisions of Section 4 (1) and (3), Section 5 (1) and Section 7
(4) of the Netherlands Decree in Public Takeover Bids. This
announcement does not constitute an offer, or any solicitation of
any offer, to buy or subscribe for any securities. Any offer will
be made only by means of an offer memorandum approved by the Dutch
Authority for the Financial Markets and recognized by the Belgian
Authority for the Financial Markets.
About Sanofi Sanofi is dedicated to
supporting people through their health challenges. We are a global
biopharmaceutical company focused on human health. We prevent
illness with vaccines, provide innovative treatments to fight pain
and ease suffering. We stand by the few who suffer from rare
diseases and the millions with long-term chronic conditions.
With more than 100,000 people in 100 countries, Sanofi is
transforming scientific innovation into healthcare solutions around
the globe. Sanofi, Empowering Life |
Sanofi Media Relations Contacts Ashleigh Koss
Tel.: +1 (908) 205 2572 ashleigh.koss@sanofi.com Sally
BainTel.: +1 (781) 264 1091sally.bain@sanofi.com
|
Sanofi
Investor Relations Contacts Paris Eva Schaefer-Jansen
Arnaud DelepineYvonne Naughton Sanofi Investor
Relations Contacts North America Felix LauscherFara
BerkowitzSuzanne Greco IR main line:Tel.: +33 (0)1 53 77 45
45 ir@sanofi.com |
Sanofi Forward-Looking StatementsThis press
release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements are statements that are not historical
facts. These statements include projections and estimates and their
underlying assumptions, statements regarding plans, objectives,
intentions and expectations with respect to future financial
results, events, operations, services, product development and
potential, and statements regarding future performance.
Forward-looking statements are generally identified by the words
“expects”, “anticipates”, “believes”, “intends”, “estimates”,
“plans” and similar expressions. Although Sanofi’s management
believes that the expectations reflected in such forward-looking
statements are reasonable, investors are cautioned that
forward-looking information and statements are subject to various
risks and uncertainties, many of which are difficult to predict and
generally beyond the control of Sanofi, that could cause actual
results and developments to differ materially from those expressed
in, or implied or projected by, the forward-looking information and
statements. These risks and uncertainties include among other
things, risks related to Sanofi’s ability to complete the
acquisition on the proposed terms or on the proposed timeline, the
possibility that competing offers will be made, other risks
associated with executing business combination transactions, such
as the risk that the businesses will not be integrated
successfully, that such integration may be more difficult,
time-consuming or costly than expected or that the expected
benefits of the acquisition will not be realized, the uncertainties
inherent in research and development, future clinical data and
analysis, including post marketing, decisions by regulatory
authorities, such as the FDA or the EMA, regarding whether and when
to approve any drug, device or biological application that may be
filed for any such product candidates as well as their decisions
regarding labelling and other matters that could affect the
availability or commercial potential of such product candidates,
the fact that product candidates if approved may not be
commercially successful, the future approval and commercial success
of therapeutic alternatives, Sanofi’s ability to benefit from
external growth opportunities, to complete related transactions
and/or obtain regulatory clearances, risks associated with
intellectual property and any related pending or future litigation
and the ultimate outcome of such litigation, trends in
exchange rates and prevailing interest rates, volatile economic and
market conditions, cost containment initiatives and subsequent
changes thereto, and the impact that COVID-19 will have on us, our
customers, suppliers, vendors, and other business partners, and the
financial condition of any one of them, as well as on our employees
and on the global economy as a whole. Any material effect of
COVID-19 on any of the foregoing could also adversely impact
us. This situation is changing rapidly and additional impacts may
arise of which we are not currently aware and may exacerbate other
previously identified risks. The risks and uncertainties also
include the uncertainties discussed or identified in the public
filings with the SEC and the AMF made by Sanofi, including those
listed under “Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statements” in Sanofi’s annual report on Form 20-F
for the year ended December 31, 2019. Other than as required by
applicable law, Sanofi does not undertake any obligation to update
or revise any forward-looking information or statements.
Kiadis Forward-Looking StatementsCertain
statements, beliefs and opinions in this press release are
forward-looking, which reflect Kiadis’ or, as appropriate, Kiadis’
officers’ current expectations and projections about future events.
By their nature, forward-looking statements involve a number of
known and unknown risks, uncertainties and assumptions that could
cause actual results, performance, achievements or events to differ
materially from those expressed, anticipated or implied by the
forward-looking statements. These risks, uncertainties and
assumptions could adversely affect the outcome and financial
effects of the plans and events described herein. A multitude of
factors including, but not limited to, changes in demand,
regulation, competition and technology, can cause actual events,
performance, achievements or results to differ significantly from
any anticipated or implied development. Forward-looking statements
contained in this press release regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. As a result, Kiadis
expressly disclaims any obligation or undertaking to release any
update or revisions to any forward-looking statements in this press
release as a result of any change in expectations or projections,
or any change in events, conditions, assumptions or circumstances
on which these forward-looking statements are based. Neither Kiadis
nor its advisers or representatives nor any of its subsidiary
undertakings or any such person’s officers or employees guarantees
that the assumptions underlying such forward-looking statements are
free from errors nor does either accept any responsibility for the
future accuracy of the forward-looking statements contained in this
press release or the actual occurrence of the anticipated or
implied developments. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
press release. |
1 Adjusted for the value of warrants which may be exercised in
shares or paid in cash based on Black Scholes value as of the day
immediately following the public announcement of the change
of control
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