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Osborne Clarke advised OncoDNA on their friendly takeover bid of IntegraGen


Written on 9 July 2020

International legal practice Osborne Clarke has advised OncoDNA, a Belgian biotech company, on their friendly takeover bid to acquire all outstanding shares of the French company IntegraGen. The offer was unanimously approved by all member of both boards and is now subject to the approval of the Autorité des Marchés Financiers (AMF) and to applicable regulations to foreign investment control in France.

For the last seven years, OncoDNA, a leading international player in oncology precision medicine, has been developing a comprehensive offer for clinicians that provides innovative molecular tests to guide their clinical decision process for the treatment of patients with advanced cancer. OncoDNA also offers liquid biopsy follow-up solutions to better monitor disease progression. OncoDNA’s strength is its proprietary database that enables remote clinical interpretation via a SaaS model for molecular analyses performed by laboratories around the world. Thanks to its network, OncoDNA has established collaborations within the pharmaceutical industry to assist with clinical trials which focus on new oncology treatments.

IntegraGen is a leading player in DNA sequencing services with specialized expertise in exome and complete genome analyses. The company operates sequencing platforms for major players of the genomic sector and has developed a portfolio of software for genomic data interpretation that are distributed on a SaaS model and already commercialized in Europe and the USA. IntegraGen’s activities are particularly complementary to OncoDNA’s offer.

The Osborne Clarke team in Brussels advised on the domestic aspects of the takeover bid and on the financing of the transaction with a mix of subordinated loans, external bank loans and convertible loans from existing shareholders. We also advised OncoDNA on the IP and employment law aspects of the deal and the negotiation of commercial arrangements with Integragen including a genomic service offering and a licencing and services agreement with respect to specific components of IntegraGen’s Mercury software and customised developments created by IntegraGen on behalf of OncoDNA.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction in which it would be unlawful to do so. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.