Announcement • Nov 02
enGene, Inc. completed the acquisition of Forbion European Acquisition Corp. (NasdaqGM:FRBN) from a group of shareholders in a reverse merger transaction.
enGene, Inc. signed a letter of intent to acquire Forbion European Acquisition Corp. (NasdaqGM:FRBN) from a group of shareholders in a reverse merger transaction on July 3, 2022. enGene, Inc. entered into a definitive business combination agreement to acquire Forbion European Acquisition Corp. (NasdaqGM:FRBN) from a group of shareholders in a reverse merger transaction for an enterprise value of approximately $110 million on May 16, 2023. The implied enterprise value of enGene at the time of signing the business combination agreement was equal to $111 million. As consideration for business combination, each enGene Share outstanding immediately prior to the amalgamation shall be exchanged for New enGene Shares per the enGene Exchange Ratio. Upon closing of the transaction, the combined company will be named “enGene Holdings Inc.” whose common shares are expected to be listed on Nasdaq. The business combination would create enGene Holdings Inc., a corporation incorporated under the laws of Canada. The financing for the transaction includes Forbion Growth’s existing investment in FEAC Class A shares of $20 million and a PIPE investment, other private investment and non-redemption commitment of approximately $115 million, anchored by Forbion Growth, with the participation of new leading institutional investors including, among others, BVF Partners, Omega Funds, Cowen Healthcare Investments, Investissement Québec, Vivo Capital, Northleaf Capital Partners and CTI Life Sciences Fund III, along with existing enGene investors Forbion Ventures III, Fonds de solidarité FTQ and Lumira Ventures. Net proceeds are expected to be used to fund the clinical development of intravesical detalimogene voraplasmid (EG-70), a monotherapy for Bacillus Calmette-Guérin (BCG)-unresponsive NMIBC with CIS through significant milestones.
The business combination is subject to, among other things, the approval by FEAC shareholders and enGene shareholders, the interim order and the final order approving the transaction having been granted by the Supreme Court of British Columbia, proxy statement/prospectus becoming effective in accordance with the provisions of the Securities Act, New enGene having at least $5,000,001 of net tangible assets, New enGene’s initial listing application with the Nasdaq or other exchange in connection with the transactions shall have been approved, arrangement dissent rights shall have not been validly exercised, and not withdrawn or deemed to have been withdrawn, with respect to more than 10% of the issued and outstanding enGene Shares, the transaction support agreements shall continue to be in full force an effect and the satisfaction or waiver of other customary closing conditions. The proposed transaction was unanimously approved by the board of directors of enGene and FEAC and is supported by existing shareholders of enGene. The proposed transaction is expected to be completed in the second half of 2023. As of October 24, 2023 FEAC's shareholders approved the agreement and the closing of the Company’s Business Combination is expected to occur on or about October 31, 2023.
Leerink Partners LLC and UBS Securities LLC are acting as capital markets and financial advisors to FEAC in connection with the transaction. Lincoln International LLC providing a fairness opinion to the FEAC Board of Directors with respect to the valuation of enGene. Leo Borchardt, Maxim Van de moortel, Alon Gurfinkel, David R. Bauer, Adam Kaminsky, Mary K. Marks and Matthew Yeowart of Davis Polk & Wardwell London LLP serves as U.S. legal counsel, Daniel Borlack of Stikeman Elliott LLP serves as Canadian legal counsel, Maples Group serves as legal counsel and Loyens & Loeff N.V. serves as Dutch legal counsel to FEAC. Kirkland & Ellis LLP acted as legal counsel to Leerink Partners and UBS Securities. Morgan Stanley & Co. LLC acted as financial advisor to enGene. Howard A. Kenny and Todd A. Hentges of Morgan Lewis & Bockius LLP serves as U.S. legal counsel and Joseph Garcia and Kyle Misewich of Blake, Cassels & Graydon LLP serves as Canadian legal counsels to enGene. Borden Ladner Gervais LLP acted as legal advisor to Forbion European Acquisition Corp. Morrow Sodali LLC acted as proxy solicitor to FEAC for a fee of $27,500, plus disbursements. Continental Stock Transfer & Trust Company acted as the transfer agent to FEAC. Lincoln earned customary fees from FEAC for its services, in the amount of $450,000, a portion of which was paid upon Lincoln’s retention, and the balance of which is payable upon the earlier of termination of the transaction in accordance with the Business Combination Agreement or the consummation of the transaction. Manon Gauthier of Borden Ladner Gervais LLP acted as a legal advisor for enGene, Inc.
enGene, Inc. completed the acquisition of Forbion European Acquisition Corp. (NasdaqGM:FRBN) from a group of shareholders in a reverse merger transaction on November 1, 2023. enGene will commence trading under the symbol "ENGN" on November 1, 2023 on Nasdaq. The enGene management team, headed by Chief Executive Officer, Jason Hanson, will lead the combined company.
