HOOKIPA Pharma Inc. (Nasdaq:HOOK) and Poolbeg Pharma plc (LON:POLB) has announced that they have entered into non-binding discussions for an all-share acquisition by HOOKIPA of Poolbeg to create a strong clinical-stage biopharmaceutical company focused on developing and commercialising innovative medicines for critical unmet medical needs, with a special focus on next-generation immunotherapies for the treatment of cancer and other serious diseases.
The Potential Combination is intended to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006.
The Boards believe that the Potential Combination would create a Nasdaq-listed Combined Group operated by a combined management team experienced in successfully developing and commercializing medicines with a focus on execution and operational excellence. The Boards also believe the Potential Combination would create a diversified clinical pipeline led by multi-KRAS targeting HB-700, a next generation immunotherapy potentially offering additional treatment options for cancers with limited treatment options, and Phase 2-ready small molecule POLB 001, a potentially breakthrough orally delivered preventative therapy for cancer immunotherapy-induced CRS, with potential value inflection points in areas of interest in the pharmaceutical industry. Furthermore, the Boards expect the Potential Combination to bolster near-term clinical data catalysts, with clinical data expected across multiple programmes over the next 24-months in large therapeutic areas with unmet medical needs. The Combined Group would also have two partnered programmes with Gilead Sciences, Inc., offering the potential of significant development and commercialisation milestones in addition to significant sales royalties (if either product is approved) for the Combined Group’s shareholders.
HOOKIPA is listed on the Nasdaq Capital Market under the symbol HOOK and Poolbeg is listed on AIM under the symbol POLB.
Expected key terms of the Potential Combination based on discussions to date comprise of:
· Poolbeg shareholders will receive 0.03 HOOKIPA shares for each Poolbeg share held;
· based on the Exchange Ratio, the Potential Combination would have the effect (on the basis of the assumptions set out below and prior to the dilution resulting from the Fundraise (as defined below)) that Poolbeg shareholders prior to the completion of the Potential Combination are expected to receive, on a fully diluted basis, approximately 55% of the equity in the Combined Group and HOOKIPA shareholders are expected to hold approximately 45% of the equity in the Combined Group;
· HOOKIPA is expected to undertake a 100% primary private placement fundraise of up to approximately $30 million which will be funded into HOOKIPA immediately following the completion of the Potential Combination in order to provide sufficient capital for the enlarged business to realize meaningful expected value inflection points, including (i) Phase 1 interim data for HB-700 in the first half of 2026, (ii) Phase 2a topline data for POLB 001 in the second half of 2026 and (iii) primary completion of the Phase 1b trial of HB-500 in the second half of 2025. Upon completion of the Fundraise, the Combined Group would be debt free with financial runway through year-end 2026, assuming the receipt of future expected R&D grant proceeds from the Government of Austria, which HOOKIPA has received in previous years for qualifying research and development expenses and capital expenditures. The Fundraise would be expected to be completed concurrently with the completion of the Potential Combination by early in the second quarter of 2025 and would be conditional upon completion of the Potential Combination (unless otherwise waived or amended), although completion of the Potential Combination will not be conditional upon completion of the Fundraise;
· following the completion of the Fundraise, both the HOOKIPA Ownership Percentage and the Poolbeg Ownership Percentage would be reduced proportionally based on the number of HOOKIPA shares issued to investors in connection with the Fundraise. For example, illustratively assuming the proceeds of the Fundraise total $30 million and HOOKIPA shares are issued to investors at HOOKIPA’s 60-day volume weighted average price of $2.81 as of 31 December, 2024, the illustrative HOOKIPA Ownership Percentage, on a fully diluted basis, would be 32.8%, the illustrative Poolbeg Ownership Percentage would be 40.1%, and the investors in the Fundraise would hold 27.1% of the equity in the Combined Group);
· a percentage of the potential value from certain of HOOKIPA’s programmes will be retained by holders of HOOKIPA shares as at a date to be determined ahead of completion of the Potential Combination via a contingent value right instrument, with the balance of such potential value attributable to the Combined Group. On a fully diluted basis, The CVR is expected to provide that HOOKIPA Shareholders will be entitled to approximately (i) 55% of the milestone payments made by Gilead to HOOKIPA following the achievement of specified development and commercialisation milestones for the HB-400 and HB-500 programmes (which could be worth up to $407.5 million in nominal terms) and (ii) 80% of proceeds generated by the HB-200 programme, subject to an adjustment mechanism which may result in a lower HOOKIPA CVR Ownership Percentage based on HOOKIPA’s net cash on completion of the Potential Combination. Please refer to Appendix A for additional detail on HOOKIPA’s programmes covered by the CVR and Appendix B for additional detail on the CVR Adjustment Mechanism.
· HOOKIPA intends to remain as the listed entity for the Combined Group on the Nasdaq Capital Market and Poolbeg is expected to become a private subsidiary of HOOKIPA and apply for cancellation of the admission of its shares to trading on AIM; and
· The Combined Group is expected to have operations in the European Union, the United Kingdom and the United States of America, and anticipates benefiting from a strong international leadership team comprised of the following individuals:
o Malte Peters, MD, PhD: Chief Executive Officer
o Cathal Friel: Executive Chairman, Poolbeg Co-Founder
o Ian O’Connell: Chief Financial Officer, Poolbeg Co-Founder
o Mark Winderlich, PhD: Chief Development Officer
o David Allmond: Chief Business Officer
o John McEvoy: Chief Legal Officer
The announcement by HOOKIPA of any firm offer under Rule 2.7 of the Code in respect of the Potential Combination is subject to the satisfaction or waiver of a number of customary pre-conditions, including, amongst other things, the satisfactory completion of customary due diligence, finalisation of the terms of the transaction, Board approvals of binding terms and sufficient prior expressions of interest from participants in respect to the Fundraise. Before the announcement of any firm offer under Rule 2.7 of the Code, both HOOKIPA and Poolbeg Pharma intend to engage with potential investors in the Fundraise, further details of which will be included in a separate presentation, which upon first use will be made available on HOOKIPA’s website at www.ir.hookipapharma.com/potential-combination. The Potential Combination would be subject to the approval of both HOOKIPA and Poolbeg shareholders and other conditions.
All discussions to date have been non-binding and on a non-exclusive basis, and there can be no assurance that a firm offer will be made or that any transaction will be completed.
