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AMT Shares Fall as Forbion Offers to Take It Private

By Cormac Sheridan
Staff Writer

Shares in Amsterdam Molecular Therapeutics Holding NV (AMT) fell by almost 19 percent Friday on news that venture capital investor Forbion Capital Partners had tabled an offer that would secure the company's immediate financial future, while taking it private in a manner that could ultimately result in small shareholders being squeezed out.

AMT's board is recommending the proposal, which will be put to a vote at a shareholders' meeting March 30.

AMT, of Amsterdam, the Netherlands, will run out of cash in early April, a consequence of the controversial decision by the European Committee for Human Medicinal Products (CHMP) not to recommend Glybera (alipogene tiparvovec), its gene therapy for the ultra-rare disease lipoprotein lipase deficiency. (See BioWorld International, Oct. 26, 2011.)

Although Forbion and AMT's other large investors, Gilde Healthcare Partners and Advent Venture, invested €2.5 million (US$3.3 million) at the start of the year, the company has been unable to shore up its finances while it seeks a partner for hemophilia B gene therapy program AMT-060. (See BioWorld International, Jan. 4, 2012.)

Forbion, of Naarden, the Netherlands, has now established a new entity, Amsterdam-based uniQure BV, which, if AMT shareholders agree, would assume all of the assets and liabilities of AMT. Forbion would then invest €6 million in the new company, although that is contingent on AMT raising an additional €1 million.

The financings would be priced at €0.614 per share, which represents AMT's average closing price over the five days preceding the offer.

AMT shareholders would receive one uniQure depositary receipt (DR) in return for each share held. However, only those with a minimum 5 percent stake in AMT would be entitled to exchange their DRs for uniQure Class A shares. Those falling below that threshold would retain illiquid DRs for Class B shares and, although they would retain an economic interest in the company, they would not have direct voting rights. Moreover, their shares could be sold at a price and a time over which they would have no control.

"The structure was chosen because the investment Forbion was going to make could only be into a private entity," AMT CEO Joern Aldag told BioWorld International. Of the €6 million on offer, €5 million comes from a managed fund that cannot invest in listed companies. Forbion's commitment to the company creates confidence, Aldag said, which would make the task of raising more cash easier than it is under present conditions.

"From the contacts we've had in the capital markets, we're positive about being able to raise that additional €1 million," he said.

Forbion also holds €5.3 million of AMT debt, in the form of €5 million worth of convertible loan notes, plus €300,000 in accrued interest. On completion of the deal, those liabilities would be converted into 5.32 million shares in uniQure, priced at €1 per share, which represents a premium for AMT shareholders.

Assuming all shareholders roll their present holdings into the new venture, Forbion would be the company's largest shareholder, with 68.4 percent of all Class A shares, which in turn would represent 68 percent of the company's equity. Gilde Healthcare would hold 18.7 percent of the Class A shares, and Advent would hold 11.5 percent. Those investors would effectively control the company.

"We've been a long-term supporter of AMT," Forbion managing partner Sander Slootweg told BioWorld International. Forbion led the company's final pre-initial public offering round. "We've invested in every round since. We've never sold a single share," Slootweg said.

The present organization would be maintained, and employees would continue to work for uniQure on the same terms. The company would burn around €600,000 per month, Aldag said, although it would be spared the cost and management attention associated with maintaining a listing.

AMT has not entirely given up the ghost on Glybera. A lobbying effort in Brussels, Belgium, succeeded recently in convincing the European Commission's (EC) Standing Committee of the European Parliament not to rubber-stamp the CHMP decision but, instead, to request more information. "We're seeing the EC and the EMA struggle to find the best procedure for approving advanced therapies and orphan drugs," Aldag said. "I'm encouraged by the fact that they're looking at it," he added.

Subsequent to his comments, the company said Tuesday the CHMP had requested additional information on Glybera by March 8. Although reluctant to comment on the specifics, Aldag said it was "not a request for additional information in the sense that we have to create additional information from patient data." The CHMP has indicated, AMT said, that a final decision could be made by May.

"There's still a small chance they'll get an approval for Glybera now," one equity analyst, who declined to be identified, told BioWorld International in advance of the CHMP request. "There's still potential for the bigger shareholders."

For the smaller shareholders, the present offer "is a bit unclear to me," the analyst added, although the negative news flow emanating from AMT has not helped the company. "Perhaps for the company, it's better that it's taken private."

Shares in AMT (AMSTERDAM:AMT) closed last Friday at €0.496, down €0.12.