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  Title	Poolbeg Pharma plc (“Poolbeg” or the “Company”) Combination of Poolbeg and HOOKIPA Pharma Inc.
  ID	5568182
  External ID	7435989085
  Author	Unknown
  Published Date	Jan. 2, 2025, 5:11 a.m.
  Summary	NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
  Tags	press-release
  URL	https://www.usalifesciences.com/us/portal/news_details.php?news_id=43696551k$sn9bkg7f0hiq
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• Content Details

  Content ID	3353902
  Key	27474318-7963-4c57-8f01-f09720a1ee8f
  Content	NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (“THE CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE. THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. For immediate release 2 January 2025 Poolbeg Pharma plc (“Poolbeg” or the “Company”) Combination of Poolbeg and HOOKIPA Pharma Inc. NEW YORK and VIENNA, Austria, Jan. 02, 2025 (GLOBE NEWSWIRE) -- The boards of directors (each a “ Board ”) of HOOKIPA Pharma Inc. (“ HOOKIPA ”) and Poolbeg Pharma plc (“ Poolbeg ”) are pleased to announce that they have entered into non-binding discussions for an all-share acquisition by HOOKIPA of Poolbeg (the “ Potential Combination ”) 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 “ Combined Group ”). 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. (“ Gilead ”), 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 (the “ Exchange Ratio ”); 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 (the “ Poolbeg Ownership Percentage ”) and HOOKIPA shareholders are expected to hold approximately 45% of the equity in the Combined Group (the “ HOOKIPA Ownership Percentage ”); HOOKIPA is expected to undertake a 100% primary private placement fundraise of up to approximately $30 million (the “ Fundraise ”) 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 (“ VWAP ”) 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 (“ HOOKIPA Shareholders ”) via a contingent value right instrument (“ CVR ”), 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 (the “ HOOKIPA CVR Ownership Percentage ”), 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 (the “ CVR Adjustment Mechanism ”). 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: Malte Peters, MD, PhD: Chief Executive Officer Cathal Friel: Executive Chairman, Poolbeg Co-Founder Ian O'Connell: Chief Financial Officer, Poolbeg Co-Founder Mark Winderlich, PhD: Chief Development Officer David Allmond: Chief Business Officer 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 intend to engage with potential investors in the Fundraise, further details of which will be included in a separate presentation (the “ Fundraise Presentation ”), which upon first use will be made available on HOOKIPA's website at 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. Information on HOOKIPA HOOKIPA is a clinical-stage biopharmaceutical company focused on developing next generation immunotherapies based on its proprietary arenavirus platform. HOOKIPA's product candidates are designed to induce specific, robust and durable CD8+ T cells and antibodies to eliminate cancers and serious infectious diseases. HOOKIPA's pipeline includes biological therapies for oncology, targeting human papillomavirus type 16-positive (“ HPV16+ ”) cancers, KRAS mutated cancers, and other targets. In addition, HOOKIPA has partnered with Gilead to develop therapies that are intended to provide functional cures for hepatitis B virus (“ HBV ”) and human immunodeficiency virus-1 (“ HIV ”). HOOKIPA's next-generation vaccine platform is designed to supercharge immunity with its T cell activation platform based on work of Nobel laureate and HOOKIPA co-founder, Rolf Zinkernagel. Further details of HOOKIPA's platform are set out in Appendix C. Information on Poolbeg Poolbeg is a clinical-stage biopharmaceutical company focused on acquiring, developing and commercialising innovative medicines that will help improve the lives of patients with rare and orphan diseases and where there is a high unmet medical need. Poolbeg's clinical programmes target large addressable markets including cancer immunotherapy-induced Cytokine Release Syndrome (“ CRS ”), infectious disease, and metabolic conditions such as obesity with the development of an oral GLP-1R agonist. Further details of Poolbeg's platform are set out in Appendix C. Important Takeover Code notes There can be no certainty that any firm offer will be made, even if the pre-conditions referred to above are satisfied or waived. In accordance with Rule 2.4(c) of the Code, HOOKIPA will be required, pursuant to Rule 2.6(a) of the Code, by no later than 5.00 p.m. on 30 January 2025, to either announce a firm intention to make an offer for the Company, under Rule 2.7 of the Code, or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline can only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. This announcement has been made with the approval of HOOKIPA. Pursuant to Rule 2.5 of the Code, HOOKIPA reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer and vary the transaction structure. HOOKIPA also reserves the right to amend the terms of any offer (including making the offer at a lower value, whether by amending the Exchange Ratio or the HOOKIPA CVR Ownership Percentage or otherwise): a) with the recommendation or consent of the Poolbeg board; b) if Poolbeg announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case HOOKIPA reserves the right to make an equivalent reduction to the terms of its proposal; c) following the announcement by Poolbeg of a Rule 9 waiver pursuant to the Code; or d) if a third party announces a firm intention to make an offer for Poolbeg. Prior to this announcement it has not been practical for HOOKIPA to make enquiries of all persons acting in concert with it to determine whether any dealings in Poolbeg shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for Poolbeg, if it were to make an offer, to offer any minimum level, or particular form, of consideration. While neither HOOKIPA nor Poolbeg are aware of any such dealings, in accordance with Note 4 on Rule 2.4, any such details shall be announced as soon as practicable and in any event by no later than 16 January 2025. Enquiries: Poolbeg Pharma Plc Cathal Friel, Chairman ir@Poolbegpharma.com Jeremy Skillington, CEO Ian O'Connell, CFO Cavendish Capital Markets Ltd (Joint Financial Adviser and Rule 3 Adviser to Poolbeg, NOMAD & Joint Broker) Corporate Finance Geoff Nash Henrik Persson Hamish Waller Trisyia Jamaludin Canaccord Genuity LLC (Joint Financial Adviser to Poolbeg) Corporate Advisory Eugene Rozelman Shore Capital (Joint Broker) Corporate Advisory David Coaten Harry Davies-Ball Corporate Broking Malachy McEntyre Isobel Jones J&E Davy (Joint Broker) Anthony Farrell Niall Gilchrist Optimum Strategic Communications Nick Bastin Poolbeg@optimumcomms.com Vici Rabbetts Elena Bates HOOKIPA Pharma Inc. Malte Peters, CEO Terry Coelho, EVP & CFO IR@hookipapharma.com Chuck@LifeSciAdvisors.com Moelis & Company (Financial Adviser to HOOKIPA) London Chris Raff Simon Chaudhuri New York Ashish Contractor Sources and bases of information In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used: All references to HOOKIPA shares are to shares of common stock of $0.0001 par value per share of HOOKIPA. All references to Poolbeg shares are to ordinary shares of 0.02 pence each in the capital of Poolbeg. The statement that HOOKIPA shareholders are expected to hold approximately 45% of the Combined Group is based upon the following: HOOKIPA fully diluted share capital of 12,951,502 HOOKIPA shares; Poolbeg fully diluted share capital of 528,174,935 of Poolbeg shares; and The exchange ratio of 0.03 HOOKIPA shares for each Poolbeg share. The fully diluted share capital of HOOKIPA is based upon: 9,655,022 HOOKIPA shares in issue; HOOKIPA's 2,399,517 shares of Class A common stock, 370 shares of Series A convertible preferred stock, 10,800 shares of Series A-1 convertible preferred stock, and 15,268 shares of Series A-2 convertible preferred stock in issue which are convertible into 2,883,751 HOOKIPA shares in aggregate; 369,070 HOOKIPA shares that are issuable upon vesting and settlement of outstanding restricted stock units; and 1,065,909 HOOKIPA shares which may be issued on or after the date of this announcement to satisfy the exercise of HOOKIPA options under the treasury stock method, based on a weighted average price of $30.88; 43,659 HOOKIPA options included in HOOKIPA fully diluted share capital of 12,951,502 HOOKIPA shares based on HOOKIPA's $2.81 60-day VWAP as of 31 December, 2024 per Bloomberg. The fully diluted share capital of Poolbeg is based upon: 500,000,000 Poolbeg shares in issue; 64,247,419 Poolbeg shares which may be issued on or after the date of this announcement to satisfy the exercise of Poolbeg options under the treasury stock method, based on a weighted average price of £0.07; 28,174,935 Poolbeg options included in Poolbeg fully diluted share capital of 528,174,935 Poolbeg shares based on the 60-day VWAP of £0.08 as of 31 December, 2024 per Bloomberg; and 829,181 Poolbeg shares which may be issued on or after the date of this announcement to satisfy the exercise of Poolbeg warrants under the treasury stock method, based on a weighted average price of £0.10; No Poolbeg warrants are included in Poolbeg fully diluted share capital of 528,174,935 of Poolbeg shares Appendix A HOOKIPA Shareholders will receive incremental value in the form of a CVR instrument tied to HOOKIPA's HB-400, HB-500 and HB-200 programmes. More detail on these programmes and their potential value to CVR holders is included below: HB-400 : HB-400 is an arenaviral immunotherapy targeting HBV and is one of HOOKIPA's two programmes included in HOOKIPA's strategic partnership with Gilead. In accordance with such, Gilead is responsible for clinical development and the programme is currently in a Gilead-led Phase 1b trial with expected primary completion in the first half of 2025. In connection with its strategic partnership with Gilead, HOOKIPA is eligible to receive certain payments from Gilead related to the achievement of certain development and commercialization milestones. In the aggregate, such milestone payments related to HB-400 could be worth up to $185,000,000, in addition to tiered royalties, which are not covered by the CVR. Under the terms of the CVR, upon the receipt by the Combined Group of each milestone payment from Gilead, HOOKIPA Shareholders will be entitled to receive 55% of the proceeds, subject to the CVR Adjustment Mechanism outlined in Appendix B. HB-500 : HB-500 is an arenaviral immunotherapy targeting HIV and is the second programme within HOOKIPA's strategic partnership with Gilead. HOOKIPA is responsible for clinical development and the programme is currently in a HOOKIPA-led Phase 1b trial. The first person was dosed on July 1, 2024 and primary completion is expected in the second half of 2025. Upon completion of Phase 1b, Gilead retains an exclusive option to further develop and commercialize the HB-500 programme, in which case HOOKIPA is eligible to receive certain payments from Gilead in connection with the achievement of certain development and commercialization milestones. In the aggregate, such milestone payments related to HB-500 could be worth up to $222,500,000 (exclusive of a $10 million option exercise payment as well as, tiered royalties, which are not covered by the CVR). Under the terms of the CVR, upon receipt by the Combined Group of each milestone payment from Gilead, HOOKIPA Shareholders will be entitled to receive 55% of the proceeds, subject to the CVR Adjustment Mechanism outlined in Appendix B. HB-200 : HB-200 is an immunotherapy targeting HPV16+ cancers with final Phase 2 data expected in the second half of 2025. Under the terms of the CVR, in the event that there is a disposition (whether structured as a sale, lease, collaboration, exclusive license or otherwise), directly or indirectly, in one transaction or a series of transactions of the right to develop, manufacture, market, distribute, sell or otherwise exploit any product within the HB-200 programme, including any option or other right granted to any third-party to negotiate for or receive any of these rights (a “ Disposition ”), HOOKIPA Shareholders will be entitled to receive 80% of the proceeds of a Disposition, subject to the CVR Adjustment Mechanism outlined in Appendix B. Given the nature of the HB-200 programme, there can be no certainty that a Disposition will occur or as to the value resulting from any such Disposition. Appendix B On a fully diluted basis, The HOOKIPA CVR Ownership Percentage will be 55%, in the case of milestone payments related the HB-400 and HB-500 programmes, and 80%, in the case of proceeds of a Disposition generated by the HB-200 programme, subject to the CVR Adjustment Mechanism outlined below: If HOOKIPA's net cash at completion of the Potential Combination is less than $8,550,000, then the HOOKIPA CVR Ownership Percentage shall be reduced by 0.2% for every $100,000 less, subject to a maximum adjustment to the HOOKIPA CVR Ownership Percentage of 10%. For example, if HOOKIPA's net cash at closing is $6,550,000 then the HOOKIPA CVR Ownership Percentage would be 51% for the HB-400 and HB-500 programmes and 76% for the HB-200 programme. The CVR Adjustment Mechanism is further illustrated in the following table: ($ in millions) HB-400 & HB-500 CVR Ownership Split HOOKIPA Shareholders Combined Group HB-200 CVR Ownership Split HOOKIPA Shareholders Combined Group Appendix C HOOKIPA's existing immunotherapy focused programmes and pipeline opportunities are detailed below. Further details on these programs are included in the Fundraise Presentation: HB-700 : HB-700 is a novel, next-generation multi-KRAS mutant targeting cancer immunotherapy with blockbuster potential and antigen specific T cell activation for deep, durable and robust anti-tumor activity. HB-700 targets five of the most prevalent KRAS mutati
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