European Biotech Acquisition Corp.

PROPOSED BUSINESS COMBINATION: Oculis Holding SA

ENTERPRISE VALUE: $218 million

ANTICIPATED SYMBOL: OCS

European Biotech Acquisition Corp. proposes to combine with Oculis Holding SA.

Oculis is a global biopharmaceutical company purposefully driven to save sight, improve eye care and address medical needs with breakthrough innovations. Oculis’s differentiated pipeline includes candidates for topical retinal treatments, topical biologics and disease modifying treatments. With a presence in key international markets, Oculis is poised to deliver treatments to patients worldwide. Headquartered in Lausanne, Switzerland and with operations in Europe, the U.S. and China, Oculis is led by an experienced management team with an extensive track record and supported by leading international healthcare investors.

SUBSEQUENT EVENT – 1/30/23 – LINK

• Increased PIPE
  • Subsequent to the Initial PIPE Financing, on January 26, 2023, EBAC entered into additional subscription agreements with certain investors.
  • The Subsequent PIPE Investors agreed to subscribe for and purchase, an aggregate of 788,500 EBAC ordinary shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $7,885,000.
    • The aggregate amount of EBAC Class A Common Stock to be issued pursuant to the Initial PIPE Financing and Subsequent PIPE Financing is 7,118,891 shares for aggregate gross proceeds of $71,188,910.
• Increased Convertible Loan Agreement
  • On January 26, 2023, Oculis and an additional lender entered into a convertible loan agreement in substantially the same form as the Initial Convertible Loan Agreement.
  • The Additional Lender has granted Oculis a right to receive a convertible loan with certain conversion rights in an aggregate amount of $7,000,000.
  • Pursuant to the Convertible Loan Agreements, the Lenders grant Oculis a right to receive a convertible loan with certain conversion rights, in an aggregate amount of $19,670,000.

TRANSACTION

• The business combination is expected to deliver gross proceeds to Oculis in excess of $200 million (assuming no redemptions).
• This includes approximately $127.5 million held in EBAC’s trust (assuming no redemptions) and commitments to an upsized PIPE and private investment of close to $80 million, anchored by LSP 7, with the participation of leading institutional investors, including Earlybird, Novartis Venture Fund, Pivotal bioVenture Partners, funds managed by Tekla Capital Management LLC, and VI Partners, among others.
• The proposed transaction is expected to be completed in the first half of 2023.
• The newly listed entity Oculis Holding SA will be a company registered in Switzerland with its headquarters at the current office of Oculis at the EPFL Innovation Park in Lausanne, Switzerland.

SPAC FUNDING

• PIPE Subscription
  • EBAC entered into subscription agreements with certain investors, including an affiliate of the Sponsor and certain existing equity holders of Oculis.
    • The PIPE Investors agreed to subscribe for an aggregate of 6,330,391 EBAC ordinary shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $63,303,910 (the “PIPE Financing”).
• Convertible Loan Agreement
  • The Lenders grant Oculis a right to receive a convertible loan with certain conversion rights, in an aggregate amount of $12,670,000.
    • Following the Second Merger Effective Time, New Parent shall assume the Convertible Loan Agreement, and that immediately after such assumption but before the Company Share Contribution, the Lenders will exercise their conversion rights in exchange for New Parent Shares at $10 per share.
• Non-Redemption Agreement
  • Each EBAC Voting Shareholder agreed for the benefit of EBAC to not redeem and to vote all of their EBAC ordinary shares now owned or hereafter acquired (the “Subject EBAC Equity Securities”), representing 700,789 EBAC ordinary shares in the aggregate, in favor of the transaction proposals.
    • The Sponsor has agreed to transfer to each Investor one New Parent Share for every ten EBAC ordinary shares owned by such investor, on or promptly following the Acquisition Closing Date.
    • The EBAC Voting Shareholders also each agreed to a lock-up to not transfer any Subject EBAC Equity Securities for a period of 90 calendar days after the Acquisition Closing Date.
• Increased PIPE
  • Subsequent to the Initial PIPE Financing, on January 26, 2023, EBAC entered into additional subscription agreements with certain investors.
  • The Subsequent PIPE Investors agreed to subscribe for and purchase, an aggregate of 788,500 EBAC ordinary shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $7,885,000.
    • The aggregate amount of EBAC Class A Common Stock to be issued pursuant to the Initial PIPE Financing and Subsequent PIPE Financing is 7,118,891 shares for aggregate gross proceeds of $71,188,910.
• Increased Convertible Loan Agreement
  • On January 26, 2023, Oculis and an additional lender entered into a convertible loan agreement in substantially the same form as the Initial Convertible Loan Agreement.
  • The Additional Lender has granted Oculis a right to receive a convertible loan with certain conversion rights in an aggregate amount of $7,000,000.
  • Pursuant to the Convertible Loan Agreements, the Lenders grant Oculis a right to receive a convertible loan with certain conversion rights, in an aggregate amount of $19,670,000.

SPONSOR CONSIDERATION

• The Sponsor has forfeited 727,096 of its shares of EBAC Class B Common Stock for no consideration, contingent upon the consummation of the Acquisition Closing.
  • if as of the Acquisition Closing Date:
    • (i) the amount of cash available in the Trust Account following the EBAC Shareholders’ Meeting, plus
    • (ii) the PIPE Investment Amount actually received by New Parent prior to or substantially concurrently with the Acquisition Closing from a PIPE Investor or other investor that in either case has been introduced to the Company following the date hereof by the Sponsor, is less than $25,500,000, then the Sponsor will forfeit for no consideration an additional number of EBAC Class B Common Stock proportional to the available cash relative to the $25,500,000 threshold (up to a maximum of 1,594,348 Additional At-Risk Shares forfeited);
      • provided that such amount may be reduced by the number of Additional At-Risk Shares transferred by the Sponsor to EBAC Shareholders in connection with executing a Non-Redemption Agreement or similar arrangement after the date hereof; provided further that, the number of shares transferred to any such shareholder does not exceed 10% of the number of EBAC Class A Common Stock owned by such shareholder as of the date of such Non-Redemption Agreement or similar arrangement.

EARNOUT

• Existing Oculis shareholders will be entitled to receive up to 4,000,000 newly issued shares which will vest for 5 years after the Closing Date
  • 1.5 million shares will be released after the share price equals or exceeds $15.00 for any 20/30 trading days
  • 1.5 million shares will be released after the share price equals or exceeds $20.00 for any 20/30 trading days
  • 1.0 million shares will be released after the share price equals or exceeds $25.00 for any 20/30 trading days

LOCK-UP

• Sponsor
  • 270 days after the Closing Date
• Company
  • 180 days after the Closing Date and if the share price equals or exceeds $15.00 for 20/30 trading days at least 150 days after Closing

NOTABLE CONDITIONS TO CLOSING

• The amount of cash available in the account established by EBAC for the benefit of its public shareholders, plus the cash actually received by New Parent pursuant to the Convertible Loan Agreement from the respective lender parties thereto and the PIPE Investment Amount actually received by New Parent prior to or substantially concurrently with the Acquisition Closing being equal to or greater than $100 million.

NOTABLE CONDITIONS TO TERMINATION

• By either EBAC or Oculis if:
  • (i) the representations, warranties, covenants or agreements of the other party, as set forth in the Business Combination Agreement, are breached such that there is a failure of the related closing condition at the Acquisition Closing (subject to a 45-day cure period);
  • (ii) the Closing has not occurred by March 18, 2023 (the “Termination Date”); provided, that if a proposal to amend EBAC’s governing documents to extend the time period necessary for EBAC to consummate a business combination is approved at an Extension Shareholders’ Meeting (if necessary), then the Termination Date will extend to the last day of such extended time period,
  • (iii) any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and nonappealable and has the effect of making consummation of any of the Acquisition Transactions illegal or otherwise preventing or prohibiting consummation of any of the Acquisition Transactions or if there shall be adopted any Law that permanently makes consummation of any of the Acquisition Transactions illegal or otherwise prohibited

ADVISORS

• BofA Securities is acting as financial advisor to Oculis.
• SVB Securities is acting as capital market’s advisor to Oculis.
• Cooley (UK) LLP serves as US legal counsel to Oculis.
• VISCHER SA serves as Swiss legal counsel to Oculis.
• PricewaterhouseCoopers SA serves as auditors to Oculis, SA.
• Credit Suisse and Kempen are acting as financial advisor and capital markets advisor.
• Davis Polk & Wardwell LLP serves as U.S. legal counsel to EBAC.
• Stibbe N.V. serves as Dutch legal counsel to EBAC.
• Maples Group serves as Cayman legal counsel to EBAC.
• Credit Suisse, BofA Securities, SVB Securities, Kempen, and Arctica Finance are acting as private placements agents for EBAC in connection with the PIPE Transaction.
• Shearman & Sterling LLP serves as legal counsel to the placement agents.

MANAGEMENT & BOARD

Executive Officers

Eduardo Bravo Fernandez de Araoz, 55
Chief Executive Officer

From July 2020 to December 2020, Mr. Bravo was Interim Chief Executive Officer of OncoDNA, a cancer theranostic company. From July 2018 to February 2020, Mr. Bravo served Chief Executive Officer of Nordic Nanovector, a radiopharmaceutical company. Prior to joining Nordic Nanovector, Mr. Bravo was CEO of TiGenix, a cell therapy company from 2011 until June 2018. Mr. Bravo has a MSc in Business Administration from CUNEF (Madrid, Spain) (1988) and a MBA from INSEAD (1991).

---

Koen Sintnicolaas, 32
Chief Financial Officer

From July 2016 to December 2020, Mr. Sintnicolaas was Business Controller of LSP, an affiliate of our sponsor and one of Europe’s largest and most experienced healthcare investment firms. From June 2013 to June 2016, Mr. Sintnicolaas served as Business Controller of Fetim Group, an international trading company. Mr. Sintnicolaas has a MSc in Financial Economics from the Erasmus University in Rotterdam and a post-graduate Business Analytics & Data Science degree from the Vrije Universiteit in Amsterdam.

---

 

Board of Directors

Martijn Kleijwegt, 66
Director

Mr. Keijwegt founded LSP in 1998 and is currently a managing partner and co-owner of LSP. Mr. Kleijwegt brings over 30 years of hands-on finance and investment experience to EBAC. Mr. Kleijwegt currently serves on the boards of Vico Therapeutics, A-M Pharma, Arvelle Therapeutics, Eloxx Pharmaceuticals, Orphazyme, Oxthera, Pharvaris and Kiadis Pharma. Mr. Kleijwegt has a master’s degree in Economics from Amsterdam University, the Netherlads (1983).

---

Mark Wegter, 51
Director 

Mark joined LSP in 1998 and is a managing partner and co-owner of the firm. For the first ten years at LSP, Mark was actively involved in raising and managing LSP’s private equity funds, taking co-responsibility for the entire investment process, from deal sourcing to actively supporting the growth and exit of a number of LSP’s portfolio companies, as non-executive director and LSP investor representative. This included both private and public companies in countries such as the Netherlands, Belgium, Germany, the UK and Switzerland. As of early 2008, Mark started LSP’s public equity investment franchise, building it to become a second business line next to LSP’s existing private equity franchise. Since, Mark and his team have generated returns in excess of +1100% over the period 2008 – 2020, or +22% per annum. Such by investing in a highly concentrated portfolio of small- and mid-cap listed biotech companies active across therapeutic areas and at varying stage of development. Prior to joining LSP, Mark worked as a Senior Analyst at ING Corporate and Investment Banking. Mark brings 25 years of hands-on finance and investment experience to EBAC. Mark currently serves on the board of Kiadis Pharma, a Dutch biotech company listed on Euronext and active in the immune-oncology space (treatments for blood and solid cancers). Mark has a master’s degree in Business Economics from the Erasmus University of Rotterdam, Netherlands (1995).

---

Volkert Doekson, 58
Director 

Mr. Doeksen is a private equity investor and founder of AlpInvest Partners (originally NIB Capital), one of the largest private equity investments managers globally. AlpInvest committed over USD 70 billion to investments since 2000. From 2000 until 2015, he served as CEO and Chairman of the Board and the investment committee of AlpInvest, which has offices in Amsterdam, Hong Kong and New York. From 2015 until 2019 Mr. Doeksen was Vice Chairman of Carlyle Solutions Group and later on Senior Advisor to The Carlyle Group. Prior to founding AlpInvest, Mr. Doeksen was a director of Dresdner Kleinwort Benson (today Dresdner Kleinwort), managing over $3 billion of private equity investments. From 1992 to 1994, Doeksen served as head of the bank’s Benelux region, based in the firm’s London office. In 1994, he moved to New York to head up DKB’s private equity investments, including U.S. leveraged buyouts, mezzanine debt and fund of funds. Prior to Kleinwort Benson, Mr. Doeksen worked as an investment banker focusing on mergers and acquisitions for Dillon Read from 1989 through 1992. He began his career as a financial analyst in corporate finance for Morgan Stanley International in London in 1987. Mr. Doeksen received his Master in Law Degree from Universiteit Leiden (The University of Leiden) in 1987. Mr. Doeksen also serves as a director of Athora Holdings Ltd., as independent director and member of the audit committee of RedBall Acquisition Corp., as director of Royal Doeksen B.V., a shipping and ferry company and as a director of Nouryon B.V.

---

Onno van de Stolpe, 61
Director 

Mr. van de Stolpe founded Galapagos NV in 1999 and has served as Chief Executive Officer and member of the Board of Directors from 1999 to the present. From 1998 to 1999, he was the managing director of Genomics at IntroGene B.V. (later Crucell N.V., which was acquired by Johnson & Johnson Services, Inc. in 2011). Prior to joining IntroGene in 1998, he was managing director of Molecular Probes Europe B.V. He established this European headquarters after joining Molecular Probes, Inc. in the United States. Previously, from 1990 to 1995, Mr. van de Stolpe worked for The Netherlands Foreign Investment Agency in California, where he was responsible for recruiting biotechnology and medical device companies to locate in the Netherlands. Mr. van de Stolpe started his career in 1987 as Manager of Business Development at MOGEN International N.V. in Leiden until 1990. He received an MSc degree from Wageningen University in 1987. Mr. van de Stolpe currently also serves as a member of the Board of Directors of Leyden Laboratories B.V.

---