Paris and Nantes (France), 15 April 2016, 05:45 pm – OSE Pharma (ISIN: FR0012127173; Mnemo: OSE), an immuno-oncology company with a specific immunotherapy activating T lymphocytes, currently in a registration Phase 3 study, and Effimune, a biotech company specialized in immune regulation with clinical applications in autoimmunity, transplantation and immune-oncology, today announced the signing of the Merger Treaty to create OSE Immunotherapeutics, a player in the field of activation and regulation immunotherapy. The terms of the merger will be submitted for approval to the shareholders of the two companies during the next General Meetings.
The Merger Treaty, signed following announcement of the merger project on February 24, 2016, confirms the terms of the proposed transaction. The merger will be submitted for approval to the shareholders during both companies’ General Meetings which will be convened on May 30, 2016 for Effimune and on May 31, 2016 for OSE Pharma.
After completion of the merger, the shareholders of OSE Pharma will hold approximately 71% of the capital of the merged entity and the shareholders of Effimune will own approximately 29%. The agreement will take the form of a merger by OSE Pharma of Effimune at the end of which the shareholders of Effimune will receive 1.93 newly issued shares of OSE Pharma (corresponding to an issuing of approximately 4 million OSE Pharma new shares) in exchange for each 1 held share of Effimune.
To reflect the change in company profile brought by the merger, it is expected that OSE Pharma will be renamed “OSE Immunotherapeutics”, and the headquarters will be transferred from Paris (France) to Nantes (France), reflecting Effimune’s strong academic establishment.
A Merger Prospectus (Document E) registered by the “Autorité des Marchés Financiers” (French stock exchange market regulator) and other detailed information regarding the characteristics and terms of the merger will be soon provided to the shareholders of OSE Pharma and Effimune, according to the legal and regulatory provisions. Any decision to join in the merger must be based on the full documentation regarding this intended merger, especially on the Merger Treaty posted this day on the website of the two companies, and on the Merger Prospectus which will be registered (Document E) by the “Autorité des Marchés Financiers” and published before the Extraordinary General Meetings of the two companies.
The Merger Treaty is available on the websites of the two companies: www.osepharma.com and www.effimune.com
ABOUT OSE PHARMA
OSE Pharma is a biotechnology company that designs and develops cancer immunotherapy treatments aimed at re-educating the immune system to fight cancer while preserving patients’ quality of life. The Company is conducting a Phase 3 registration trial in Europe and the U.S. for its lead product, Tedopi®, in the treatment of NSCLC.
Tedopi® (OSE-2101) is a new “off-the-shelf” cancer immunotherapy approach based on OSE Pharma’s proprietary Memopi® technology. This technology is based on “neo-epitopes” (small synthetic peptides chemically modified to increase the binding the HLA A2 or TCR receptors) which activate a cytotoxic T-cell response and leads the immune system to destroy cancer cells. More than 10,000 epitopes were selected to obtain a therapeutic universal T vaccine.
Tedopi® combines 10 optimized “neo-epitopes” simultaneously acting against 5 tumor-associated antigens (TAAs). These 5 antigens have been selected because they are a factor of poor prognosis in several types of cancers. The 10 “neo-epitopes” have been selected and modified to enhance their binding to HLA-A2 and TCR receptors, and trigger a stronger cytotoxic T-cell response and lead the immune system to destroy cancer cells expressing the HLA-A2 antigen or one of the targeted cancer antigens.
The Phase 3 trial is based on Phase 2 results showing an immune T-cell response significantly correlated with a survival increase, as well as on the long term survival benefit observed in highly pretreated patients with a poor prognosis.
Tedopi® can also be developed in Phase 2 in combination with other immunotherapeutic products or targeted therapies. It is also considered for other oncology indications (ovary, colon, breast) for HLA-A2 positive patients.
OSE Pharma is listed on Euronext Paris (ISIN: FR0012127173; Mnemo: OSE).
