ERYTECH announces the approval of the merger with Pherecydes and reports the results of the Combined Shareholder’s Meeting held on June 23, 2023
24 June 2023 - 6:30AM
ERYTECH announces the approval of the merger with Pherecydes and
reports the results of the Combined Shareholder’s Meeting held on
June 23, 2023
ERYTECH announces the
approval of the merger with Pherecydes
and reports the results of the Combined
Shareholder’s Meeting held on June
23,
2023
- All resolutions voted with a large
majority according to Board of Directors recommendations
- Company renamed Phaxiam
Therapeutics, creating a world leader in phage therapy
Lyon (France), June
23,
2023 –
ERYTECH Pharma (Euronext Paris & Nasdaq: ERYP)
announced today that all resolutions for
which the Board of Directors recommended a vote in favor,
including the approval of the merger with
Pherecydes, were
adopted by its shareholders at the
Combined General Meeting that was held
today, June 23, 2023
The adopted resolutions include:
- Approval of the
annual financial statements and consolidated financial statements
for the year ended December 31, 2022;
- Allocation of
the financial year's results;
- Approval of the
statutory auditors’ special report on regulated agreements and
commitments with related parties;
- Approval of the
elements of total compensation and benefits paid or allocated for
the year ended December 31, 2022 to Gil BEYEN and Jean-Paul KRESS
and of the compensation policy for executive corporate officers and
board members;
- Renewal of the
terms of office as Directors of Hilde WINDELS BV and Mrs. Martine
George;
- Ratification of
the appointment of Mr. Didier Hoch and Go Capital (Mrs. Leila
Nicolas) as Directors;
- Appointment of
Mr. Robert Sebbag and Mr. Eric Leire as Directors;
- Approval of the
merger with Pherecydes and modification of the corporate name;
- Delegation of
authority to the Board of Directors to carry out a reverse
stock-split;
- Delegations of
authority to the Board of Directors to issue shares or other
marketable securities convertible into shares to be issued
immediately or in the future by the Company, with or without
preferential subscription rights for the shareholders;
- Authorization
for the Board of Directors to grant free shares, share subscription
and/or share purchase options and/or to issue share subscription
warrants to corporate officers and employees of the Company or
companies in the ERYTECH Pharma Group.
The full results of all matters voted on at the
meeting can be viewed on the Company’s website at www.erytech.com,
within the Shareholders Meeting/2023 section under the Investors
tab.
The merger between Erytech and Pherecydes has
been approved by the Combined General Meeting on the basis of an
exchange ratio of 4 Pherecydes shares for 15 Erytech shares (the
"Merger") which gave full powers to Erytech's
Board of Directors to record the definitive completion of the
Merger. Erytech shareholders also approved the change of Erytech's
corporate name to "Phaxiam Therapeutics".
At the Pherecydes Combined General Meeting held
today at 1pm, after the Erytech Combined General Meeting, all the
resolutions supported by the Pherecydes Board of Directors were
approved, including those relating to the Merger.
The Erytech Board of Directors met after the
Pherecydes Combined General Meeting and acknowledged the completion
of the Merger. The Merger took effect today and entails the
dissolution of Pherecydes without liquidation. For accounting and
tax purposes, the Merger is retroactive to January 1st, 2023.
These approvals will enable the creation of
Phaxiam Therapeutics, a world leader in phage therapy, to meet the
major challenges of public health and European sovereignty.
The new Phaxiam Therapeutics shares resulting
from the Merger will be admitted to trading on compartment C of
Euronext Paris under ISIN code FR0011471135 on June 29, 2023.
Settlement and delivery of the new Phaxiam Therapeutics shares will
take place on July 3, 2023.
In the event that the number of Phaxiam
Therapeutics shares to which a Pherecydes shareholder is entitled
does not correspond to a whole number of Phaxiam Therapeutics
shares, the shareholder will receive the number of shares
immediately below, plus the balance in full, a balancing payment in
cash based on the price at which the Phaxiam Therapeutics shares
corresponding to fractional shares have been sold by the financial
intermediaries, within thirty days of the latest of the dates on
which the number of Phaxiam Therapeutics shares allotted is
recorded in the account of Pherecydes shareholders.
Indicative timetable of the Merger process
following the Combined Shareholder's Meeting:
Erytech's Board of Directors acknowledging the definitive
completion of the Merger and deciding on the corresponding capital
increase. |
June 23, 2023 |
Publication of Euronext notice relating to the issue of new shares
in consideration for the Merger. |
June 26, 2023 |
Settlement and admission to trading on the regulated market of
Euronext Paris of the new shares issued in consideration for the
Merger. |
July 3, 2023 |
Registration with the SEC and listing on Nasdaq of the American
Depositary Shares (ADS) representing the new shares issued as
consideration for the Merger. |
July 3, 2024 |
About ERYTECH
ERYTECH is a biopharmaceutical company
developing innovative red blood cell-based therapeutics for severe
forms of cancer and orphan diseases.
On February 15, 2023, ERYTECH announced its
intended strategic combination with PHERECYDES to create a global
player in extended phage. More detail can be found in the press
release.
ERYTECH is listed on the Nasdaq Global Select
Market in the United States (ticker: ERYP) and on the Euronext
regulated market in Paris (ISIN code: FR0011471135, ticker: ERYP).
ERYTECH is part of the CAC Healthcare, CAC Pharma & Bio, CAC
Mid & Small, CAC All Tradable, EnterNext PEA-PME 150 and Next
Biotech indexes.
For more information, please visit
www.erytech.com
CONTACTS
ERYTECH
Eric SoyerCFO & COO |
NewCapMathilde Bohin / Louis-Victor
DelouvrierInvestor relationsNicolas
MerigeauMedia relations |
+33 4 78 74 44 38investors@erytech.com |
+33 1 44 71 94 94 erytech@newcap.eu |
Forward-looking
information
This press release contains forward-looking
statements, forecasts and estimates with respect to the clinical
results from and the development plans of eryaspase, business and
regulatory strategy and anticipated future performance of ERYTECH
and of the market in which it operates. Certain of these
statements, forecasts and estimates can be recognized by the use of
words such as, without limitation, “believes”, “anticipates”,
“expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will”
and “continue” and similar expressions. All statements contained in
this press release other than statements of historical facts are
forward-looking statements, including, without limitation,
statements regarding ERYTECH’s business and regulatory strategy and
its evaluation of potential strategic transactions. Such
statements, forecasts and estimates are based on various
assumptions and assessments of known and unknown risks,
uncertainties and other factors, which were deemed reasonable when
made but may or may not prove to be correct. Actual events are
difficult to predict and may depend upon factors that are beyond
ERYTECH's control. Therefore, actual results may turn out to be
materially different from the anticipated future results,
performance or achievements expressed or implied by such
statements, forecasts and estimates. Important factors that could
cause actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the failure to achieve certain regulatory and
commercial milestones; (2) the inability to maintain the listing of
ERYTECH’s shares on the Nasdaq Global Select market and the
Euronext regulated market; (3) changes in applicable laws or
regulations; (4) the possibility that ERYTECH may be adversely
affected by other economic, business and/or competitive factors;
(5) the inability to agree to terms on a long-term supply agreement
with Catalent; and (6) other risks and uncertainties indicated from
time to time in ERYTECH’s regulatory filings. Further description
of these risks, uncertainties and other risks can be found in the
Company’s regulatory filings with the French Autorité des Marchés
Financiers (AMF), the Company’s Securities and Exchange Commission
(SEC) filings and reports, including in the Company’s 2021
Universal Registration Document (Document d’Enregistrement
Universel) filed with the AMF on April 27, 2022 and in the
Company’s Annual Report on Form 20-F filed with the SEC on April
28, 2022 and future filings and reports by the Company. Given
these uncertainties, no representations are made as to the accuracy
or fairness of such forward-looking statements, forecasts and
estimates. Furthermore, forward-looking statements, forecasts and
estimates only speak as of the date of this press release. Readers
are cautioned not to place undue reliance on any of these
forward-looking statements. ERYTECH disclaims any obligation to
update any such forward-looking statement, forecast or estimates to
reflect any change in ERYTECH’s expectations with regard thereto,
or any change in events, conditions or circumstances on which any
such statement, forecast or estimate is based, except to the extent
required by law.
- ERYTECH announces the approval of the merger with Pherecydes
and reports the results of the Combined Shareholder’s Meeting held
on June 23, 2023
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