Amsterdam Molecular Therapeutics Business to be Acquired by uniQure BV‏

Amsterdam Molecular Therapeutics (Euronext: AMT) announced today that its board of directors is recommending a substantial corporate restructuring and financing transaction which, if approved by shareholders, will result in the assets and certain liabilities being acquired by a newly formed private company, uniQure BV, and the AMT legal entity being liquidated and delisted.
This transaction will:
support the future funding of AMT's current gene therapy development pipeline; reduce operating costs; and enable disposal of current loan note obligations.
Consequently, management believes the uniQure transaction will allow AMT's shareholders to benefit from the future potential value in the business. This includes, if successful, completion of the ongoing collaboration discussions for the hemophilia B program and further collaborations on the GDNF program.
AMT has entered into a definitive agreement with Amsterdam-based uniQure to acquire the assets and certain liabilities of AMT in return for unlisted uniQure depositary receipts ("DRs"), which may be exchangeable for uniQure shares as described further below. There is no cash component to the consideration. The proposed transaction has been evaluated by a special committee of the board ("Special Committee") together with Ernst & Young, which has advised the Special Committee that the Transaction is fair and reasonable so far as AMT shareholders are concerned. The disposal of the company's programs, assets and certain liabilities has been unanimously approved by the board of supervisory directors, which recommends that AMT shareholders adopt the resolution at an Extraordinary Shareholder Meeting on March 30, 2012.
On completion, uniQure will receive additional equity funding of € 7.0 million, including € 6.0 million from Forbion Capital managed funds together with € 1.0 million in additional new financing to be secured by AMT prior to completion. In addition, uniQure will take over AMT's liability related to the € 5.0 million convertible loan notes and accrued interest of € 0.3 million. AMT will receive one new uniQure DR for every existing issued and outstanding AMT share. AMT will subsequently be dissolved and, as an advance liquidation payment, the uniQure DRs shall be distributed to AMT's shareholders. The uniQure DRs shall not be listed.
"We believe the proposed transaction will ensure the future of AMT following the failure to gain approval of Glybera in 2011 given the very limited options available to us. While we have pursued various avenues to raise additional funds on the open capital markets, worked diligently to engage in partnering discussions and have cut personnel, programs and spending down drastically, we are ultimately still facing a very precarious financial position with a cash reach to early April," explained Jörn Aldag, CEO of AMT. "The Transaction offers the only viable way to secure a capital injection, the ability to better focus resources towards the advancement of our gene therapy pipeline and also concluding collaborations which validate our platform such as a hemophilia B partnership. We ultimately believe that this transaction offers the renewed possibility of a meaningful exit for our shareholders, allowing them to benefit from the potential future upside in the business, including the possible outcome of the reconsideration by CHMP of our Glybera product."
On the basis that the Transaction is in the best interests of AMT, its stakeholders, and the business, the Special Committee supports the Transaction and shall recommend the Extraordinary General Meeting of shareholders ("EGM") to be held on March 30, 2012 to approve the Transaction.
uniQure will continue with AMT's strategy to invest in the hemophilia B, GDNF and AIP programs, as well as the collaboration with Institut Pasteur on Sanfilippo B, but will not invest significant additional funds into Glybera unless and until it receives a positive decision from regulatory authorities. All employees of AMT will continue in employment with uniQure on the same terms. The members of the Supervisory and Management Boards will also transfer to uniQure, with the exception of Mr Ferdinand Verdonck, who chairs the Special Committee. Further terms of the Agreement and information on uniQure are set out below and in a circular to Shareholders ("Shareholder Circular"), copies of which can be obtained free of charge from the Company's office and at the Company's website (http://www.amtbiopharma.com).