LONDON, UK: Roquefort Therapeutics plc (LSE:ROQ), the Main Market listed biotech company focused on early-stage opportunities in the biotechnology sector, has entered into a conditional share sale and purchase agreement to acquire the entire issued share capital of Oncogeni Limited for an aggregate consideration to be satisfied by the issue of 50,000,000 new ordinary shares in the Company to the Sellers.
Oncogeni is a private UK biotechnology company founded by Nobel Laureate, Professor Sir Martin Evans in 2019, with an experienced leadership team that is developing novel cell and RNA based cancer medicines, which the Board believes is very complementary to the Company’s existing pre-clinical drug development business.
The Directors of Roquefort Therapeutics consider the Acquisition to represent a transformational, value enhancing transaction for shareholders, which is fully aligned with the Company’s growth strategy of focusing on early-stage biotech opportunities. The Board believes the Acquisition transforms the Company into a material oncology focused biotech company with a complementary portfolio of four novel cancer programs and an experienced leadership team with a track record in drug development. The expanded portfolio creates greater upside potential and development risk mitigation whilst protecting upside from the Company’s Midkine programs.
Concurrently, Roquefort Therapeutics is carrying out a placing of new Ordinary Shares to raise funds of £1,015,000 (before expenses) (the “Placing“) to finance the pre-clinical drug development programs of Oncogeni and the associated incremental increase in working capital. The Company has entered into subscription agreements with new investors (“New Investors“) pursuant to which, subject to certain conditions, the New Investors have agreed to subscribe for 7,249,998 new ordinary shares (“Placing Shares“) at a price of £0.14 per share (“Placing Price“).
Key Highlights
· Acquiring 100% of Oncogeni Limited for an aggregate consideration to be satisfied by the issue of 50,000,000 New Ordinary Shares
o The Board believes the acquisition of Oncogeni transforms the Company into a material oncology focused biotech company with a complementary portfolio of four novel cancer programs and an experienced leadership team with a track record in drug development
· Two Novel Cancer Programs
o Oncogeni has developed two families of innovative cell and RNA oncology medicines, both in pre-clinical development, which are protected by nine patents
· Expert Leadership Team
o Oncogeni has an expert leadership team including Nobel Laureate, Professor Sir Martin Evans and an experienced biotechnology CEO, Ajan Reginald – both of whom will join the Board of the Company
o Track record in drug development, regulatory approvals and value creating transactions
· Laboratory & GMP Manufacturing Facilities
o Oncogeni’s state of the art facility located in Stratford-upon-Avon includes the infrastructure required for the pre-clinical development of the Enlarged Group’s portfolio of antibodies, oligonucleotides and cell and gene therapies
· Enhanced Industry Specialist Shareholders
o The Acquisition and the Placing will introduce new shareholders into the Company, including Daiichi Sankyo, a global pharmaceutical company and CH Health, a specialist biotech venture capital investor
Further announcements will be made in due course, as appropriate.
Stephen West, Executive Chairman, commented: “We are extremely pleased to announce the proposed acquisition of Oncogeni which will position the Company as a material oncology focused biotech company, operating in the high value and high growth oncology segment. The expanded portfolio transforms Roquefort Therapeutics into a multi-indication company with greater upside potential and improved drug development risk mitigation.
“We are impressed with the quality and therapeutic potential of Oncogeni’s MK cell therapy and novel siRNA programs which complement our existing Midkine programs very well. In addition to acquiring the drug programs from Oncogeni we welcome a highly experienced management team with a track record of drug development and value creation in biotech to the Company, as well as a state-of-the-art laboratory in the UK. Following completion of the Acquisition, Ajan Reginald will become CEO of the Enlarged Group, providing a wealth of technical and commercial industry experience. The acquisition of Oncongeni will also welcome blue chip sector investors to the register of the Company.”
