In the transaction, GPC Biotech is to be merged onto a new German company, which will hold all of the shares of Agennix and a E15 million cash contribution by dievini Hopp BioTech holding & Co, an investment company of Dietmar Hopp, co-founder of SAP, and one of the largest shareholders of GPC Biotech.
The merger combines GPC Biotech’s and Agennix’s oncology pipelines, including Agennix’s Phase III oncology therapy, talactoferrin, with the clinical development and financial resources of GPC Biotech and dievini Hopp BioTech holding.
The agreement assumes a merger ratio resulting in an economic ownership in the new company as follows: Agennix shareholders (approximately 48.0%), GPC Biotech shareholders (approximately 39.3%), and approximately 12.7% being attributed to the capital increase by dievini Hopp BioTech holding. As part of the merger process, this ratio is subject to review by an independent, court-appointed merger auditor in Germany. The merger ratio translates into a value of E1.26 per share of GPC Biotech.
Upon registration of the merger, the new company will be a publicly listed German stock corporation (AG). The new company initially will have three sites: GPC Biotech’s offices in Munich, Germany and in Princeton, New Jersey, and Agennix’s site in Houston, Texas.
The new company will focus on the development of new anti-cancer therapies. The lead compound will be Agennix’s talactoferrin, a novel oral agent being developed for lung, kidney and other cancers, as well as for severe sepsis.
GPC Biotech and Bernd Seizinger agreed that Dr Seizinger will step down as CEO of GPC Biotech to pursue other activities. Friedrich von Bohlen, managing director of dievini Hopp BioTech holding will serve as interim CEO until a new CEO is on board.
Dr Seizinger said: The skill set and programs that the Agennix team brings to the combined organization is highly complementary to our own group and pipeline. Together we will be able to build a new and vital company that is focused on developing important new treatments for cancer.