Kiadis in share deal to acquire US-based CytoSen Therapeutics

Dutch biotech Kiadis Pharma (Euronext: KDS) has entered a definitive agreement to acquire USA-based CytoSen Therapeutics, subject to Kiadis' shareholder approval and customary closing conditions, aiming to create a leader in cell-based cancer immunotherapy.

Major institutional shareholders accounting for 31.5% of Kiadis stock have agreed to the transaction, which is in the form of a stock transfer, with CytoSen shareholders receiving around 1.94 million shares in Kiadis (a 7% stake) if the deal goes through, with another 5.82 million on offer if six development and regulatory milestones are met. At today’s values, the two part transaction is worth around 80 million euros (~$90 million).

In the event that the transaction does not complete because the General Meeting withholds its approval, CytoSen is entitled to a $1 million break fee to be paid in cash or Kiadis shares. The majority of the Kiadis shares issued to the CytoSen shareholders, including to its executive chairman and founders, will be subject to a lock-up for a period of two years from closing.