Forbion European Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: enGene, Inc.
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd
Forbion European Acquisition Corp. proposes to combine with enGene, Inc.
enGene is a clinical-stage biotechnology company developing non-viral gene therapies based on localized delivery of nucleic acid payloads to mucosal tissues. enGene’s proprietary dually derived chitosan (DDX) platform has a high-degree of payload flexibility, including DNA and various forms of RNA with broad tissue and disease application. In preclinical animal and in vitro models, enGene’s DDX technology has been demonstrated to effectively induce expression of therapeutic genes following delivery to the lung, gastrointestinal tract, and urinary tract, and its lead product detalimogene voraplasmid (EG-70) is being developed for the treatment of BCG-resistant non-muscle invasive bladder cancer (NMIBC) with CIS. enGene has developed scalable GMP-compliant manufacturing of DDX products.
EXTENSION – 6/6/23 – LINK
- The company has extended its deadline for a business merger from June 14, 2023, to September 14, 2023.
- The sponsor facilitated this by depositing an additional $1,265,000 ($0.10 per unit) into the Trust Account on June 6, 2023.
TRANSACTION
- Potential gross proceeds to enGene include Forbion Growth’s existing investment in FEAC Class A shares of $20 million and a PIPE investment, other private investment and non-redemption commitment of approximately $115 million, anchored by Forbion Growth, with the participation of new leading institutional investors including, among others,
- BVF Partners, Omega Funds, Cowen Healthcare Investments, Investissement Québec, Vivo Capital, Northleaf Capital Partners and CTI Life Sciences Fund III, along with existing enGene investors Forbion Ventures III, Fonds de solidarité FTQ and Lumira Ventures
- There is also approximately $111 million held in FEAC’s trust as of March 31, 2023
SPAC FUNDING
PIPE Agreement
- The PIPE Investors have collectively subscribed for 5,550,408 FEAC Class A shares for an aggregate purchase price equal to $56,891,682.00. ($10.25/share)
Non-Redemption Agreement
- Shareholders will not redeem 166,665 shares of common stock
Convertible Note Financing
- Concurrently with the execution and delivery of the Business Combination Agreement, enGene entered into agreements pursuant to which it will issue new convertible indebtedness and enGene warrants
- (i) for cash in an aggregate principal amount of $30.0 million and
- (ii) in repayment of certain outstanding indebtedness in an aggregate principal amount of $8.0 million.
- The Convertible Bridge Financing indebtedness will be converted in the Transactions into that number of common shares of enGene that, when exchanged at the Company Exchange Ratio, shall equal that number of FEAC Class A shares that the holders of such indebtedness would have received if they subscribed for FEAC Class A shares on the same terms as the PIPE Financing.
LOCK-UP
- Company
- the earlier of
- (x) the six-month anniversary of the Effective Date and
- (y) the date (after the date of the Closing) on which the Company completes a liquidation, merger, amalgamation, arrangement, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Common Shares for cash, securities or other property.
- the earlier of
- Sponsor
- the earlier of
- (A) 12:01 am, U.S. eastern time, on the twelve-month anniversary of the date of the Closing and
- (B) following the Closing,
- (x) if the closing price of the Common Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing (provided, however that any transfer restrictions applicable to Sponsor Holders shall not be lifted pursuant to this clause (B)(x) prior to the date that is one hundred and eighty one (181) days following the Closing) and
- (y) the date on which the Company completes a liquidation, merger, amalgamation, arrangement, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Common Shares for cash, securities or other property.
- the earlier of
SPONSOR AGREEMENT
- The SPAC has agreed to surrender, after giving effect to the conversion of all or part of the principal amount outstanding under loans made by the Sponsor to FEAC into private placement warrants of FEAC, 1,789,004 FEAC Class B shares and 5,463,381 FEAC Private Placement Warrants, as a contribution to the capital of FEAC and for no consideration.
NOTABLE CONDITIONS TO CLOSING
- No Company or FEAC Material Adverse Effect having occurred.
NOTABLE CONDITIONS TO TERMINATION
- If the Transactions have not been consummated by December 14, 2023
ADVISORS
- Company
- Morgan Stanley & Co. LLC is acting as financial advisor to enGene.
- Morgan Lewis & Bockius LLP serves as U.S. legal counsel
- Blake, Cassels & Graydon LLP serves as Canadian legal counsel to enGene.
- SPAC
- SVB Securities is acting as lead capital markets advisor to FEAC
- UBS Investment Bank is acting as lead financial advisor and capital markets advisor to FEAC.
- Davis Polk & Wardwell London LLP serves as U.S. legal counsel
- Stikeman Elliott LLP serves as Canadian legal counsel
- Maples Group serves as legal counsel
- Loyens & Loeff N.V. serves as Dutch legal counsel to FEAC.
- Placement Agents
- SVB Securities is acting as the lead placement agent
- UBS Investment Bank is acting as co-placement agent to FEAC in connection with the PIPE commitments.
- Kirkland & Ellis LLP serves as legal counsel to SVB Securities and UBS Investment Bank.
MANAGEMENT & BOARD
Executive Officers
Jasper Bos, 46
Chief Executive Officer
Jasper Bos, Ph.D. is a former Merck executive and joined Forbion Growth as a General Partner in May 2021. Before joining Forbion’s Naarden-based headquarters, Jasper was Senior Vice President and Managing Director at M Ventures, leading the venture capital arm of pharmaceutical company Merck, which he joined in 2009. At M Ventures, he led a team of 21 investment professionals and with a fund size of €400 million invested in over 50 portfolio companies spanning biotech, life sciences tools, and tech companies with investment activities ranging from seed-stage to cross-over and IPO. In addition, as Country Speaker Merck Netherlands, he assumed responsibility and liaised between all Merck activities in the Netherlands. His track record as an investor includes the successful exits of Prexton Therapeutics, Epitherapeutics, Galecto, ObsEva, Translate Bio, and F-Star, and has served on multiple boards of privately-owned biotech companies. He has experience in several operational roles in portfolio companies and played a key role in the creation of multiple successful spin-out companies out of Merck. Jasper holds a Ph.D. in Pharmacy from the University of Groningen, the Netherlands.
Cyril Lesser, 45
Chief Financial Officer
Cyril Lesser joined Forbion in 2009 as a Controller. Prior to joining Forbion, Cyril was a Senior Account Manager at a trust office where he was responsible for a team dealing with the accounting, financial, and tax aspects of several companies. Cyril holds an M.Sc. in International Financial Economics from the University of Amsterdam and an M.Sc. in Fiscal Law from the Free University of Amsterdam, The Netherlands.
Board of Directors
Sander Slootweg, 51
Director Nominee
In addition to his leading role in the investment team and the portfolio, he is responsible for fundraising, investor and public relations. On the portfolio management side, he currently serves on the boards of portfolio companies NewAmsterdam Pharma (Chair), Azafaros, Replimune (REPL), NorthSea (Chair), Xention and Oxyrane. Significant transactions for which Sander was responsible include Dezima Pharma, acquired by Amgen in 2015 for up to $1.55 billion, and Biovex, sold to Amgen in March of 2011 for up to $1 billion. In recent years, Sander has also served on the boards of Ario Pharma, Pulmagen, Fovea (sold to Sanofi in 2009), uniQure (QURE, IPO on Nasdaq in 2014), Argenta (sold to Galapagos in 2010), Alantos Pharmaceuticals, Inc. (sold to Amgen in 2007), Impella (sold to Abiomed in 2005), Pieris (IPO on Nasdaq in 2015) and has acted as the Chairman of the Board of AMT (IPO on Euronext in 2007). Before co-founding Forbion, he was an Investment Director at ABN AMRO Capital Life Sciences. His other activities at ABN AMRO included buy-out/growth equities at ABN AMRO Capital, Equity Capital Markets Syndications and Financial Institutions Relationship Management Latin America. Sander holds degrees in Business and Financial Economics from the Free University of Amsterdam and Business Administration from Nyenrode University, The Netherlands.
Wouter Joustra, 33
Director Nominee
At Forbion, Wouter is responsible for deal origination, portfolio management, and divestment strategies. Previously Wouter was a Senior Trader Life Sciences & Healthcare at Kempen & Co, a European investment bank with a dedicated Life Sciences & Healthcare franchise. In this role, Wouter was responsible for actively running Kempen & Co’s trading portfolio, where he was involved in deal structuring, equity capital market transactions, and crossing large blocks of company shares. At Kempen & Co, Wouter was also an Executive Board member of the Life Sciences franchise, responsible for defining and executing the niche’s strategy and budgets. Wouter holds an M.Sc. in Business Administration from the University of Groningen, The Netherlands.
Philip Astley-Sparke, 50
Director Nominee
Philip Astley-Sparke is a co-founder of Replimune Group Inc. (REPL) and has served as a member of the Board since the company’s formation in 2015 and served as Chief Executive Officer since January 2020. Previously, Philip served as Replimune’s Executive Chairman from 2015 to January 2020. From 2016 until June 2021, Philip served as Chairman of uniQure N.V. (QURE), a Nasdaq-listed gene therapy company. From 2013 to 2015, Mr. Astley Sparke served as uniQure N.V.’s President of United States operations, where he established its United States infrastructure. Philip served as Vice President and General Manager at Amgen, Inc. until December 2011, following Amgen Inc.’s acquisition of BioVex Group, Inc. in March 2011. Philip was previously President and Chief Executive Officer of BioVex Group, Inc. Prior to BioVex Group, Inc., Philip was a healthcare investment banker at Chase H&Q and qualified as a Chartered Accountant with Arthur Andersen LLP. Philip previously served as Chairman of the board of directors of Oxyrane Limited, a biotechnology company, from 2012 to 2020. Philip received a B.Sc. in Cellular and Molecular Pathology from Bristol University.
Hilde Steineger, 55
Director Nominee
Hilde Steineger, Ph.D. is Chief Executive Officer at Staten Biotechnology B.V. and Chief Operating Officer and Co-founder of NorthSea Therapeutics B.V. Dr. Steineger previously served as Head of Strategic Innovation Management in Nutrition & Health Division of BASF (BASFY), and as Head of Global Omega-3 Innovation Management at Pronova BioPharma ASA (PVNAF), from 2013 to 2015. From 2007 to 2010, Dr. Steineger was Head of Investor Relations and subsequently Vice President Business Development at Pronova BioPharma from 2010 to 2013. She has previously held positions as Senior Associate with Neomed Management and as an equity analyst at Nordea Securities. Dr. Steineger served as a board member of Strongbridge BioPharma PLC (SBBP) from 2013 to 2021 and has previously served as a member of the board of directors of Nordic Nanovector ASA, PCI Biotech AS (PCIB), Algeta ASA, Afiew AS, Weifa AS, Inven2 AS, Alertis AS, Clavis Pharma ASA and Biotech Pharmacon ASA. Dr. Steineger holds a Ph.D. in Medical Biochemistry from University of Oslo and an M.Sc. in Molecular Biology/Biotechnology.
Ton Logtenberg, 63
Director Nominee
Ton Logtenberg, Ph.D., is a co-founder of Crucell N.V. (CRXL), where he served as the Chief Scientific Officer from 2000-2003 and a founder of Merus N.V. (MRUS), where he served as the CEO since 2003 and post IPO, from 2016-2020 as the President, CEO and Principal Financial Officer. Ton has extensive experience in founding biotech companies and taking them from start-up to public listing on the Nasdaq and Euronext exchanges. Since 2021, Ton is a non-executive director and Chairman of the Board of Synox Therapeutics Ltd. Ton holds a M.Sc. in Medical Biology and a Ph.D. in Molecular Immunology from the University of Utrecht, The Netherlands.