On July 9, 2020 OncoDNA SA and IntegraGen SA (Paris: ALINT) reported the signature on July 8th 2020 of an agreement under which the Belgian company OncoDNA will file today a friendly cash tender offer to purchase the shares of the French company IntegraGen, whose securities are admitted to trading on the Euronext Growth market of Euronext Paris, at a price per share of €2.20, valuing IntegraGen share capital at €14.5m1 for 100% (Press release, OncoDNA, JUL 9, 2020, View Source [SID1234561777]). This transaction represents a premium of +36.2% compared to the last closing price of IntegraGen shares and +23.2% compared to the volume-weighted average price over the previous six months. The offer was approved on a unanimous basis by all members of the Board of both companies.

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According to articles 261-1 I 2° et 4° of the general regulations of the AMF, the Board of IntegraGen has mandated on April 26 2020 as independent appraiser the consulting firm Crowe HAF, represented by Mister Olivier Grivillers, in order to prepare a fairness opinion on the financial terms of the offer. His report will be reproduced in extensor in the draft offer document of IntegraGen.

Subject to the approval of the Autorité des Marchés Financiers (AMF) and pursuant to applicable regulations to foreign investment control in France, the public offer shall be opened at the end of the third quarter of 2020. OncoDNA currently owns no share of IntegraGen.

For the last seven years, OncoDNA, a leading international player in oncology precision medicine, has been developing a comprehensive offer for clinicians that provides innovative molecular tests to guide their clinical decision process for the treatment of patients with advanced cancer. OncoDNA also offers liquid biopsy follow-up solutions to better monitor disease progression. OncoDNA’s strength is its proprietary database that enables remote clinical interpretation via a SaaS model for molecular analyses performed by laboratories around the world. Thanks to its network, OncoDNA has established collaborations within the pharmaceutical industry to assist with clinical trials which focus on new oncology treatments.

Backed by a highly competent and qualified team, IntegraGen is a leading player in DNA sequencing services with specialized expertise in exome and complete genome analyses. The company operates sequencing platforms for major players of the genomic sector and has developed a portfolio of software for genomic data interpretation that are distributed on a SaaS model and already commercialized in Europe and the USA. IntegraGen’s activities are particularly complementary to OncoDNA’s offer.

Comprehensive genomic analysis of cancer cells has become increasingly relevant as a part of the cancer treatment decision making process, especially with the surge in targeted therapies and immunotherapies. The ability to detect and determine genomic differences between tumor and normal cells is critical to providing patients the most appropriate treatment options and to ensure a proper follow-up. Similarly, genomic analysis is a key element for diagnostic and research in the fields of rare diseases and microbiology.

In the context of this transaction, the companies, which are already engaged in commercial agreements, plan to integrate their respective service offers by combining DNA sequencing services and the bioinformatics tools developed by IntegraGen with the innovative portfolio of tests OncoDNA offers to oncologists. This joint offer would enable to provide a unique range of services and software solutions to clinicians, oncologists, researchers and biologists worldwide while also leveraging a proprietary database that includes patient follow-up capabilities and artificial intelligence technology.

"We are very happy to announce this friendly takeover bid that will bring together IntegraGen’s know-how in sequencing services and bioinformatics analyses with our expertise in oncology clinical interpretation, making us a major European player in the emerging field of oncology precision medicine", said Jean-Pol Detiffe, OncoDNA founder and CEO. "By uniting our skills, we will integrate the entire chain of genomic operations and benefit from having a large-scale production capacity ready for tomorrow’s analyses, namely the complete sequencing of the tumor. Giving new hope and provide treatment options to patients on a worldwide basis has always been OncoDNA’s motive since day one."

Bernard Courtieu, CEO of IntegraGen, added "We are pleased to create this close working relationship with OncoDNA, a company recognized for its experience and technical skills. We share a common ambition to provide researchers and clinicians’ communities with the best analysis and genomic interpretation tools. OncoDNA’s international presence will enable IntegraGen to fully exploit its sequencing capacities and the integration of both company’s teams, especially our information technology and bioinformatics expertise, will enhance OncoDNA’s global offer."

OncoDNA is advised by ODDO BHF, White & Case and Osborne Clarke. IntegraGen is advised by Portzamparc and Jones Days.