BioAlliance Pharma and Topotarget Enter into Merger Agreement to Create a Leading Orphan Oncology Company

BioAlliance Pharma SA, an innovative company specialized in the development of drugs within orphan oncology diseases, and Topotarget A/S, a Scandinavian-based biopharmaceutical company, have announced their intention to merge to create a leading orphan oncology company with a highly complementary pipelines of late-stage products addressing significant unmet medical needs. The merger agreement has been unanimously approved by the Boards of Directors of both companies.

Under the terms of the merger agreement, BioAlliance Pharma will be the continuing company and shares issued by Topotarget will be exchanged to the effect that shareholders of Topotarget will receive 2 newly issued shares in BioAlliance Pharma for each 27 Topotarget shares held, resulting in shareholders of Topotarget owning approximately 1/3 of the shares in the merged company, while existing shareholders of BioAlliance Pharma will hold approximately 2/3.

Highlights of Transaction

• The merger of the two biopharmaceutical companies creates a leading orphan oncology company with a highly complementary pipeline of late-stage targeting genuine unmet medical needs.

• The total market for orphan oncology drugs exceeds USD ~45 billion in 2013 and is expected to reach USD ~80 billion in 2018. The overall unmet medical need is significant and new rare (or orphan) diseases are continuously discovered.

• The new entity will be supported by a highly complementary pipeline of late-stage products with several significant value-creating events anticipated in both the short and medium term, and will benefit from operational efficiencies, combined knowledge-sharing, and a diversified revenue stream driving growth.

• Topotarget’s primary product, belinostat, is a novel pan-HDAC (histone deacetylase) inhibitor with more than 1100 patients treated.

•  BioAlliance Pharma has two products in late-stage development — Livatag and Validive.

• The merger will result in a broadened shareholder base with increased market capitalization, and a strengthened value proposition for US and European based investors.

• The combined company will be under the leadership of an experienced management team and supervised by a highly skilled international Board of Directors with extensive pharmaceutical industry experience and proven track record.

• The merger agreement is endorsed by the two largest institutional shareholders of both companies — in the case of BioAlliance Pharma by Financière de la Montagne and Idinvest Partners, representing 18.8% of the share capital of BioAlliance Pharma and in the case of Topotarget by HealthCap funds and HBM Healthcare Investments, representing 12.6% of the non-diluted share capital of Topotarget — who have agreed to vote in favor of the merger proposal at the upcoming extraordinary general meetings of the respective companies.

Patrick Langlois, Chairman of the Board of Directors of BioAlliance Pharma, said: “Merging with Topotarget is a major milestone for BioAlliance Pharma. This transaction will result in a new and true leader in orphan oncology. I am confident that, under the leadership of Judith Greciet, the new entity will unleash its full potential and create value for our shareholders.”

Bo Jesper Hansen, Chairman of the Board of Directors Topotarget, said: “Following an extensive strategic review I am confident that we have found the best solution for our shareholders and I am very pleased to see their support as well as the support from BioAlliance Pharma’s largest shareholders. It demonstrates that it is a “meeting of similar minds” with a shared vision of creating an immediately leading orphan oncology company with a strong patient focus”.