Valerio Therapeutics has signed definitive agreements to acquire 100% of Etherna Immunotherapies at an enterprise value of €30 million while simultaneously raising €40.25 million through a PIPE financing backed by existing shareholders and new investors.
The combination is designed to create an integrated targeted RNA therapeutics platform spanning nucleic acid chemistry, lipid nanoparticle delivery and targeted moiety engineering.
Valerio believes combining its cell-targeting technology with Etherna’s RNA and LNP platforms could help address one of the key challenges in RNA medicine: delivering therapeutics effectively to tissues beyond the liver.
The Etherna acquisition will be funded through a combination of cash from the PIPE and Valerio shares. The €30 million enterprise value is calculated on a debt-free, cash-free basis and remains subject to customary adjustments and potential earnout payments.
Valerio issued 68.22 million new shares at €0.59 per share through the PIPE, representing a 25% discount to the three-day volume-weighted average price before pricing.
The financing represents approximately 13.7% of Valerio’s pre-financing share capital and voting rights.
Existing shareholder Artal International subscribed for €18 million, Financière de la Montagne invested €7 million and Saint James Luxembourg committed €1 million.
Valerio plans to use the proceeds to fund the cash portion of the Etherna acquisition, advance VTX-001, VTX-002 and VTX-003, support IND-enabling work for VTX-001 and scale Etherna’s GMP manufacturing capabilities.
The company also plans to combine the organizations’ research, technical operations and quality functions.
Valerio expects its existing cash plus the financing proceeds to provide at least 18 months of operating and capital expenditure runway under its current plan.
The share component of the Etherna acquisition remains subject to approval at an extraordinary Valerio shareholder meeting expected around October 6. Existing shareholders representing more than 70% of voting rights have provided irrevocable voting commitments supporting the transaction.
KEY QUOTES:
“The acquisition of Etherna marks a decisive step in Valerio’s strategy: to build a leading player in RNA therapeutics. By combining Etherna’s RNA and LNP platforms with our proprietary cell-targeting technologies, we are creating a powerful innovation engine designed to accelerate the development of next-generation RNA medicines.”
Gilles Besin, Ph.D., CEO Of Valerio Therapeutics
“Joining forces with Valerio gives that platform the scale, the targeting capabilities and the resources to move faster and further than we could alone.”
Bernard Sagaert, CEO Of Etherna Immunotherapies
