Bone Therapeutics enters into exclusive reverse merger discussions with Medsenic

Bone Therapeutics enters into exclusive reverse merger discussions with Medsenic

Mont-Saint-Guibert, Belgium, 12 May 2022 - BONE THERAPEUTICS (Euronext Brussels and Paris: BOTHE), the cell therapy company addressing unmet medical needs in orthopedics and other diseases, today announces it has entered into a non-binding term sheet and exclusive discussions for a period of three months with the shareholders of Medsenic, a privately held, clinical stage biopharmaceutical company incorporated in France and specialized in the development of optimized formulations of arsenic salts and their application in inflammatory conditions and other potential new indications.

The objective of the discussions is to explore the benefits of a potential reverse merger or a similar transaction whereby all shareholders of Medsenic would individually contribute fifty-one percent (51 percent) of the total outstanding share capital of Medsenic into the capital of Bone Therapeutics in exchange for a certain number of shares issued by Bone Therapeutics (the "Business Combination"). The objective of the parties is that, as a result of the Business Combination, Bone Therapeutics would remain a Belgian listed company and own fifty-one percent (51 percent) of the share capital of Medsenic. 

Based on the current information available and subject to due diligence, the parties expect that immediately after closing of the Business Combination, approximately 80 percent of the total outstanding share capital of Bone Therapeutics shall be held by the shareholders of Medsenic. Parties however agreed that subscription rights of Bone Therapeutics shall be offered to all its existing shareholders but not to the Medsenic shareholders. The terms and conditions of such subscription rights still need to be agreed by the Parties. The final valuation of both companies and exchange ratio shall be further discussed between Medsenic and Bone Therapeutics and confirmed by its auditor, on the basis of mutually accepted external valuations. 

If this Business Combination were to materialize, which is not certain at the moment, the combined company would create a fully integrated biopharmaceutical company with a diverse therapeutic portfolio targeting a broad array of inflammatory and orthopedic indications. The Business Combination would offer economic and financial benefits and synergies especially in clinical development as both companies shall together have several mid to advanced stage clinical trials ongoing in lupus, chronic graft-versus-host disease, tibial fractures and other indications. In addition to the Bone Therapeutics ongoing controlled phase IIb study in difficult fractures, Medsenic just completed a successful phase II study and plans to soon submit for a phase III pivotal study in Graft versus Host Disease.

Bone Therapeutics and Medsenic aim to reach an agreement in the course of Q2/Q3 2022, subject to regulatory control clearance, the outcome of due diligence, shareholders' approval and other customary conditions precedent. Further announcements on the final structure and terms of the Business Combination will be made in due course, if and when the final documentation regarding the potential Business Combination is approved or if circumstances so allow or require.

This public announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Bone Therapeutics.