US-based biopharmaceutical company Hookipa Pharma has entered into non-binding talks with Poolbeg Pharma regarding an all-share acquisition of the latter.
Under the proposed agreement, shareholders of Poolbeg Pharma, which is a London-based clinical-stage biopharmaceutical firm, would receive 0.03 Hookipa Pharma shares per Poolbeg Pharma share. This would result in Poolbeg Pharma shareholders owning 55% of the enlarged company, with co-founder Cathal Friel set to become executive chair.
Hookipa Pharma shareholders will hold the remaining 45% in the combined firm. The American drugmaker plans a fundraise of around $30m upon completion of the deal.
After the fundraising, ownership will be adjusted based on the number of new shares issued, with Hookipa Pharma’s stake potentially reduced to 32.8%, Poolbeg Pharma’s to 40.1%, and new investors holding 27.1%.
Hookipa Pharma shareholders will also retain additional rights via a contingent value right (CVR) instrument, securing certain milestones and value from future achievements. It will remain the listed entity for the combined group on the Nasdaq Capital Market, while Poolbeg Pharma will become its private subsidiary.
Furthermore, the combined group will operate in the European Union (EU), the UK, and the US, maintaining a broad geographical footprint.
The proposed deal aims to create a Nasdaq-listed clinical-stage biopharmaceutical company focusing on innovative medicines for critical medical needs. Special emphasis will be placed on next-generation immunotherapies for cancer and serious diseases.
It will be driven by a unified management team with expertise in developing and commercialising medicines, creating a diversified clinical pipeline.
The combined pipeline will include HB-700, a multi-KRAS targeting immunotherapy for cancer, and POLB 001, a Phase 2-ready small molecule therapy for immunotherapy-induced Cytokine Release Syndrome (CRS).
The combined group expects clinical data catalysts in key therapeutic areas over the next 24 months, addressing large unmet medical needs.
Additionally, it will benefit from two partnered programmes with Gilead Sciences, offering potential milestones and royalties for shareholders.
Hookipa Pharma is expected to retain 55% of the milestone payments from Gilead Sciences for the HB-400 and HB-500 programmes, potentially worth up to $407.5m.
Additionally, the American biopharmaceutical firm would receive 80% of the proceeds generated from the HB-200 programme.
In late 2022, Hookipa Pharma signed an oncology collaboration and licence deal potentially worth around $940m for its HB-700 asset with Roche.
