Calliditas Therapeutics AB (publ) (OM:CALTX) made a tender offer to acquire 37.3% stake in Genkyotex SA (ENXTPA:GKTX) for €12.1 million on August 13, 2020. Calliditas will acquire shares at an offer per share of €2.8 and non-transferable contingent rights. In a related transaction, Calliditas Therapeutics signed an agreement to acquire 62.7% stake in Genkyotex SA and this transaction would be consummated through an off-market block trade.

Total acquisition cost would in such case amount to approximately €32.3 million with total contingent rights amounting to a maximum of €55 million, subject to future regulatory approvals of setanaxib. The block sellers and the Genkyotex shareholders who tender their shares in the centralized tender offer will be eligible to the following additional cash payments on confirmation of regulatory approvals or marketing authorizations of setanaxib no later than within ten years of the closing of the tender offer. €30 million will be paid on approval of setanaxib for a first indication by the FDA, €15 million will be paid on approval of setanaxib for a first indication by the European Commission and €10 million will be paid on approval of setanaxib by the FDA or the EC for either IPF or type 1 diabetes.

The tender offer will be followed by a squeeze-out of the non-tendered shares under the same terms. The transaction is subject to regulatory approval. Genkyotex Board voted unanimously to recommend the offer to share holders. The transaction is expected to close in October 2020.

Marieke Wyckaert, Joris De Wolf and Simon Flament of Eubelius, Alexander Crosthwaite, Matthias Rubner, Aymerick Fradin and Myria Saarinen of Latham & Watkins LLP (Paris) and Vinge acted as legal advisers to Calliditas Therapeutics AB (publ). Declan Quirke and Neal Karnovsky of Stifel Financial Corp. acted as financial advisors for Genkyotex.