- The General Meeting approved the contribution in kind of the
BIOVERTIS (parent company of MORPHOCHEM) shares and options and the
issuance of new shares in payment.
- DEINOVE integrates into its pipeline a candidate antibiotic
ready to enter phase II and intends to respond to a major health
emergency.
- The contributors hold 4.06% of DEINOVE's capital after the
transaction.
- TVM Capital GmbH has been appointed as a member of DEINOVE'
Board of Directors.
Montpellier, May 23, 2018 (8:30 pm -
CEST) - DEINOVE (Euronext Growth Paris: ALDEI), a biotechnology
company that discovers, develops and produces high value-added
compounds from rare bacteria, announces the results of its
ordinary and extraordinary Annual General Meeting.
The DEINOVE shareholders met today at the Annual
General Meeting and adopted in particular the following
resolutions:
- Approval of the annual and consolidated financial statements,
expenses and charges (Art. 39-4 of the French General Tax Code),
regulated agreements and allocation of income for the year ended
December 31, 2017 (resolutions 1 to 5);
- Authorization granted to the Board of Directors for the
purchase by the Company of its own shares (Resolution 6) and, in
accordance with one of the objectives referred to in Resolution 6,
authorization given to the Board of Directors to reduce the share
capital of the Company by canceling shares (resolution 17);
- Renewal of the delegations of authority conferred to the Board
of Directors, for the purpose of deciding the issuance of shares
and / or securities giving immediate or future access to the
capital or giving entitlement to a debt security (resolutions 10 to
16);
- Ratification of the modification decided by the Board of
Directors on March 27, 2018 of the terms of the business creator
shares (BSPCE) and warrants (BSA) (resolution 18).
Approval of the acquisition of BIOVERTIS and
its subsidiary MORPHOCHEM through the issuance of new
shares
Called to decide on the acquisition of the
Austrian company BIOVERTIS, via a contribution in kind paid for by
the issuance of new shares[1] (resolutions 7 to 9); the
shareholders largely approved this transaction. DEINOVE therefore
acquires the entire[2] share capital of the Austrian company
Biovertis AG ("BIOVERTIS"), which itself owns the entire capital of
the German company Morphochem AG für kombinatorische Chemie
("MORPHOCHEM"). The latter developed the antibiotic compound
MCB3837, now in the clinical phase and targeting the treatment of
severe gastrointestinal infections caused by Clostridium difficile,
a pathogen classified as a priority by the WHO and the CDC[3].
In consideration for this contribution in kind,
the contributors, including two specialized investment funds
managed by TVM Capital, which hold 82.98% of the rights
contributed, received 500 001 DEINOVE shares to which are attached
8 000 000 warrants.
The shareholders also approved the appointment
of TVM Capital GmbH, represented by Dr. Helmut Schühsler, as a new
member of DEINOVE's Board of Directors (resolution 19).
Emmanuel PETIOT, CEO of DEINOVE, stated: "The
acquisition of BIOVERTIS and MORPHOCHEM materializes the
integration within our portfolio of the compound MCB3837, which
consolidates our position in the antibiotic field. With this
product, we have significantly expanded our portfolio of antibiotic
compounds in development with a molecule already in the clinical
phase and we intend to provide a response to the therapeutic
deadlock that is severe infections with Clostridium difficile,
causing several tens of thousands of deaths each year. This
acquisition also allows DEINOVE to materialize the entry of a
leading European venture capital player in the life sciences
sector, TVM Capital, which will support DEINOVE in its next stages
of development. We are very pleased that the shareholders have
largely approved this structuring deal for DEINOVE."
ABOUT THE MCB3837 COMPOUND
Morphochem's compound, MCB3837, targets the
treatment of severe Clostridium difficile infections (CDI),
gastrointestinal infections, and is ready to move on to Phase
II.
40% of patients have severe forms, with
mortality rates as high as 50%. Over the past 20 years, Clostridium
difficile infections have had a strong tendency to increase in
incidence and severity, particularly due to the development of new,
hyper virulent strains, some of which are resistant to existing
antibiotics. The US Center for Disease Control and Prevention
recently identified CDI as one of the leading causes of
healthcare-associated infections, even ahead of MRSA[4]. In 2011,
about half a million Americans were infected and more than 29 000
patients died within 30 days[5] of diagnosis.
The treatment of CDI represents a real
therapeutic challenge.
To date, no effective antibiotic treatment is
available for severe gastrointestinal infections because of the
very nature of the disease: oral treatments struggle to reach the
intestine because of the pathological state of the patient (reduced
gastrointestinal motility, intubation, intestinal perforation,
etc.), while current intravenous (IV) antibiotics do not penetrate
the gastrointestinal barrier and thus do not reach the infection
site.
MCB3837 is an antibiotic administered by
intra-venous infusion and able to cross the gastrointestinal
barrier. It precisely targets the infection site. Several Phase I
trials (on a hundred healthy volunteers) have shown a high
concentration of the antibiotic in stools, which is a strong marker
of its presence in the intestine. It has demonstrated an ability to
eliminate Clostridium difficile bacteria without destroying other
microorganisms of the gastrointestinal flora. It has also shown an
acceptable tolerance profile.
The next stage of development will be a Phase II
clinical trial on a small number of patients. Green light has
already been given by the FDA for the initiation of this study.
Furthermore, in 2016, MCB3837 was granted the
QIPD designation as well as Fast Track status from the US Food and
Drug Administration ("FDA").
ABOUT TVM CAPITAL LIFE SCIENCE
TVM Capital Life Science is a group of
independent investment advisories and fund managers for Venture
Capital funds, investing into innovative biotech, pharmaceutical,
and medtech companies, with teams based in Munich and Montreal.
Since 1984, TVM Capital Life Science has invested in more than 130
life science companies in Europe, Canada and the United States,
currently managing in excess of €900 million from more than 50
investors.
Notably, TVM Capital Life Science was the Series
A lead investor in the following publicly listed companies with
market capitalizations that at some point were or still are greater
than €1 billion: Qiagen, Sequenom, Actelion, Intercell, Evotec and
most recently Colucid.
ABOUT DEINOVE
DEINOVE (Euronext Growth Paris: ALDEI) is a
biotech company that discovers, develops and produces high
added-value compounds from rare microorganisms for use in the
fields of health, nutrition and cosmetic markets. To do so, DEINOVE
draws on two key assets:
- a unique library of 6,000 rare or unexploited bacterial
strains;
- a metabolic and fermentation engineering platform capable of
leveraging these natural "micro-factories" to turn them into new
industrial standards.
Based in Montpellier, DEINOVE employs
approximately 55 employees and has nearly 130 international
patents. The Company has been listed on Euronext Growth since April
2010.
Contacts
Emmanuel
PetiotChief Executive OfficerTel : +33 (0)4 48 19 01
28emmanuel.petiot@deinove.com |
Coralie
MartinCommunication, Marketing and Investor Relations
Tel : +33 (0)4 48 19 01 60coralie.martin@deinove.com |
ALIZE
RP, Press RelationsCaroline Carmagnol / Aurore
Gangloff Tel : +33 (0)1 44 54 36 66deinove@alizerp.com |
|
[1] See press release dated April 13, 2018.
[2] With the exception of 316 treasury
shares.
[3] Center for Disease Control and Prevention:
https://www.cdc.gov/drugresistance/biggest_threats.html
[4] Methicillin-resistant Staphylococcus aureus
(MRSA)
[5] Burden of Clostridium difficile Infection in
the United States - Fernanda C. Lessa, The New England Journal of
Medicine, 2015
- PR DEINOVE AGM May 23.pdf