eureKARE supports eureKING in EUR 150 million listing of the first European healthcare SPAC dedicated to biomanufacturing
- Launch of eureKING represents a milestone in eureKARE’s mission to harness Europe’s untapped leadership in biotechnology
- eureKING’s ambition is to become a major European player for outsourcing of biopharmaceutical manufacturing
- A solid project with seven founders, initiated and led by eureKARE, and a management team led by international healthcare industry experts
Luxembourg, Belgium, and Paris, France – 12 May 2022: eureKARE ("the Company"), a pioneering company focused on financing and building next generation biotechnology companies in the disruptive fields of synthetic biology and the microbiome, today announces the successful IPO on Euronext Paris (Professional Segment) of eureKING, the first European SPAC1 in healthcare dedicated to biomanufacturing that has been co-founded by eureKARE.
As founders of eureKING, eureKARE and its CEO Rodolphe Besserve bring biopharma expertise, combining novel industry monitoring and analysis with a strong track record of quick, agile and transparent investment processes.
Rodolphe Besserve, CEO of eureKARE and Co-Founder of eureKING, commented: “Since its inception, eureKARE has been committed to boosting innovation within Europe’s biotechnology sector by providing companies with the right tools to grow, prosper and contribute positively to society, bringing Europe’s underexploited innovative sciences to fruition. Pooling together eureKARE’s expertise with that of key European industry leaders to create the first European healthcare SPAC dedicated to biomanufacturing, eureKING, is the next step in eureKARE’s journey to continue supporting European innovation in biotechnology to even greater magnitudes.”
eureKING's ambition is to become a major European player in the field of outsourcing of biopharmaceutical manufacturing and processing. eureKING intends to take a decentralized approach by providing a grouped offer of services. It will help meet the logistical and manufacturing needs of biotech companies and the pharmaceutical industry while supporting the development of new innovative therapies, regardless of the size or clinical development stage of these companies and their products.
eureKING intends to target companies specializing in three highly innovative, fast-growing segments: the production of biological products, cell and gene therapies and live biotherapeutics.
Michael Kloss, CEO and Co-Founder of eureKING, said: “eureKING’s mission will be to support the development of the biomanufacturing industry in Europe, one of the most promising sectors of the healthcare industry today. A key element of this will be the support of eureKARE, whose wealth of experience in supporting innovation and companies within the biotechnology sector will be invaluable in bringing together within a single entity some of the most innovative European players in biomanufacturing and service to the biopharmaceutical industry in order to compete with the leading international CDMOs.”
eureKING’s seven founders have diverse and complementary backgrounds in healthcare and finance:
- Mr. Michael Kloss, CEO of eureKING, former Chairman and CEO of Panasonic Healthcare and former Chairman and CEO of Ascencia Diabetes Care,
- Mr. Gérard Le Fur (acting through and on behalf of his controlled affiliate named Red Blossom Consultants), former CEO of Sanofi-Aventis,
- Mr. Alexandre Mouradian, Co-Founder of eureKARE and President of the Mouradian Foundation
- Mr. Christophe Jean, Strategic Partner of the private equity fund Oraxys Environment 2, who has held several executive positions in major pharmaceutical groups such as Novartis, Ipsen and Pierre Fabre,
- Mr. Hubert Olivier, President of France and Belgium of the McKesson medical group, Chairman of OCP Répartition, Chairman of the Chambre Syndicale de la Répartition Pharmaceutique, former Vice-Chairman of GEMME (l'association GEnérique Même Médicament) and former Chairman and CEO of Teva Santé France,
- Mr. Rodolphe Besserve (acting through and on behalf of his controlled affiliate named Muiscare SAS) CEO of eureKARE, former Managing Director at Société Générale Corporate and Investment Banking; and
- and eureKARE SA, the first European network of biotech studios specialized in the creation, financing and support of innovative biotech companies, particularly in the fields of synthetic biology and microbiome. eureKING will benefit from the technology watch and expertise of eureKARE SA's pan-European team, which will be represented on the Board of Directors by Ms. Kristin Thompson.
- Ends –
About eureKARE
eureKARE is an investment company focused on financing and developing synthetic biology and microbiome innovation across Europe. Driven by the belief that synthetic biology holds the key to many of the world’s most pressing health and environmental challenges, eureKARE’s experienced team is focused on harnessing Europe’s untapped leadership in the field to build the companies of the future. eureKARE is championing a new model of start-up creation and development to create a dynamic ecosystem of early and later stage ventures through its network of biotech studios. Backed by a proprietary AI tool, eureKARE’s studios act as a bridge between academia and industry, helping to catalyze researchers’ innovations into companies with access to all the ingredients they need to grow, prosper, and bring benefits to society.
About eureKING
Founded in March 2022, eureKING is a French SPAC (Special Purpose Acquisition Company) formed with the aim of acquiring European companies in the field of biomanufacturing, with the ambition of creating a leading bio-CDMO in Europe capable of meeting the growing outsourcing needs of this industry.
eureKING has chosen to focus on three highly specialized and strategic segments of the biopharmaceutical industry: the production of biologics, in particular new generations of monoclonal antibodies or complex proteins, the production of cell and gene therapies and the production of live biotherapeutics (with applications in the microbiome).
Led by an international management team of experienced healthcare industry talent, 100% dedicated to the eureKING project and its development strategy, and supported by a Board of Directors with complementary skills in the pharmaceutical and financial fields, eureKING aims at developing and promoting the promising biomanufacturing sector in Europe on an international scale.
For more information: www.eureking.com
Contacts
eureKARE SA
Michelle Wilson-André, Head of Communications
| michelle.wilson@eurekare.eu |
Consilium Strategic Communications – Media Relations
Amber Fennell, Sukaina Virji, Genevieve Wilson
eurekare@consilium-comms.co.uk
eureKING
info@eureking.com
NewCap – Media Relations
Nicolas Merigeau
+33 (0)1 44 71 94 98
nmerigeau@newcap.fr
Arthur Rouillé
+33 (0)1 44 71 00 15
arouille@newcap.fr
Disclaimer
This press release is not a prospectus but an advertisement provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities by eureKING, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.
A prospectus (the “Prospectus”) has been approved by the Autorité des marchés financiers (AMF) on May 6, 2022 under no. 22-134 solely for the purpose of listing of eureKING securities on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris. A copy of the Prospectus is available on the AMF’s website (www.amf-france.org) and on eureKING’s website (www.eureking.com) and may be obtained free of charge from eureKING.
Potential investors should review the risk factors described in the Prospectus.
Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the Prospectus.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
Prohibition of sales to European Economic Area, U.K. and Swiss retail investors
The Units (actions de préférence stipulées rachetables assorties de bons de souscription d’actions ordinaires de la société rachetables) are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”), the United Kingdom (the “U.K.”) or Switzerland.
For the purpose of the present press release, a "retail investor" means a person who is one (or more) of the following:
a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
b) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”);
c) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
d) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of U.K. domestic law by virtue of the EUWA (the “U.K. MiFIR”);
e) not a qualified investor as defined in Article 2(e) of the regulation (EU) 2017/1129 of 14 June 2017 (as amended, the “Prospectus Regulation”), including as it forms part of U.K. domestic law by virtue of the EUWA;
f) a retail client as defined in Article 4 Paragraph 2 of the Swiss Federal Act on Financial Services (“FinSA”), i.e. not a professional client as defined in Article 4 Paragraph 3 of FinSA.
g) A professional client that has opted in to be treated as a retail client pursuant to Article 5 Paragraphe 5 of FinSA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”), including the PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPS Regulation”), for offering or selling the Units or otherwise making them available to retail investors in the EEA, in the U.K. or in Switzerland has been prepared and therefore offering or selling the Units or otherwise making them available to any retail investor in the EEA, in the U.K. or in Switzerland may be unlawful under the PRIIPs Regulation the UK PRIIPS Regulation[, or the FinSA.
MIFID II and U.K. MiFIR product governance
Solely for the purposes of the manufacturer’s product approval process, the EEA target market assessments (the “EEA Target Market Assessments”) have led to the conclusion that:
a) in respect of the Units:
i. the target market is eligible counterparties and professional clients only, each as defined in MiFID II; and
ii. all channels for distribution to eligible counterparties and professional clients are appropriate;
b) in respect of the Preferred Shares and the Warrants:
i. the target market is retail investors, and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and
ii. all channels for distribution to eligible counterparties and professional clients are appropriate.
Solely for the purposes of each manufacturer’s product approval process, the U.K. target market assessments (the “U.K. Target Market Assessments”) have led to the conclusion that:
a) in respect of the Units:
i. the target market is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined U.K. MiFIR; and
ii. all channels for distribution to eligible counterparties and professional clients are appropriate;
b) in respect of the Preferred Shares and the Warrants:
i. the target market is (a) retail clients, as defined in point (8) of Article 2 of the Prospectus Regulation as it forms part of U.K. domestic law by virtue of the EUWA, (b) investors who meet the criteria of professional clients as defined in U.K. MiFIR and (c) eligible counterparties as defined in the COBS; and
ii. all channels for distribution to eligible counterparties and professional clients are appropriate.
Notwithstanding the EEA Target Market Assessments and the U.K. Target Market Assessments, distributors should note that: the price of the Preferred Shares and the Warrants may decline and investors could lose all or part of their investment; the Preferred Shares and the Warrants offer no guaranteed income and no capital protection; and an investment in the Preferred Shares and/or the Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The EEA Target Market Assessments and the U.K. Target Market Assessments are without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering.
For the avoidance of doubt, the EEA Target Market Assessments and the U.K. Target Market Assessments do not constitute: (a) assessments of suitability or appropriateness for the purposes of MiFID II or COBS or (b) recommendations to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Units, the Preferred Shares or the Warrants.
Each distributor is responsible for undertaking its own target market assessments in respect of the Units, the Preferred Shares and the Warrants and determining appropriate distribution channels.
France
In France, any offer of eureKING securities is addressed solely to investors acting for their own account and in accordance with the provisions of Article L. 411-2, 1° of the French Code monétaire et financier.
United Kingdom
This press release does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this press release is for distribution only to and is directed only at (a) “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of U.K. domestic law by virtue of the EUWA which are (b) (i) persons who have professional experience in matters relating to investments falling within the provisions of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) “high net worth entities”, “unincorporated associations” and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on, in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is only available to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.
United States of America
[This press release and the information it contains does not, and will not, constitute an offer to the public to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, eureKING’s securities in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), it being specified that eureKING’s securities have not been and will not be registered under the Securities Act and eureKING does not intend to register securities or conduct an offer to the public in the United States.
Switzerland
The offering of eureKING’s securities is exempt from the requirement to prepare and publish a prospectus under the Swiss Federal Act on Financial Services ("FinSA") because such offering is made to professional clients within the meaning of the FinSA and eureKING’s securities will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of eureKING’s securities.
Canada
This press release and the information it contains do not, and will not, constitute an offer to the public to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, eureKING’s securities in any province or territory of Canada.
Securities may not be offered or sold in Canada except in a transaction exempt from the prospectus requirements of applicable Canadian securities laws or pursuant to a prospectus that qualifies those securities in the relevant provinces and territories of Canada, it being specified that the eureKING’s securities have not been and will not be qualified by way of prospectus under the securities laws of any province or territory of Canada and eureKING does not intend to qualify any such securities or conduct an offering to the public in Canada.
Israel
The securities offered by this press release have not been approved or disapproved by the Israel Securities Authority (the “ISA”), nor have such securities been registered for sale in Israel. The securities may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus that has been approved by the ISA. The ISA has not issued permits, approvals or licenses in connection with this offering or publishing this press release, nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being offered.
This press release and the information it contains do not, and will not, constitute a prospectus under the Israeli Securities Law, 5728-1968, as amended (the “Israeli Securities Law”), and no such prospectus has been or will be filed with or approved by the ISA. In the State of Israel, this press release may be distributed only to, and may be directed only at, and any offer of the securities may be directed only at, (i) to the extent applicable, a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in the first addendum to the Israeli Securities Law (the “Addendum”) consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals”, each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors will be required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.
1 Special Purpose Acquisition Company
