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Highlights:
- Sale of Lyramid: Roquefort Therapeutics has agreed to sell its subsidiary Lyramid to Pleiades Pharma for a minimum of US$10 million, including equity in Pleiades and potentially upfront cash.
- Contingencies and Exclusivity: The deal is contingent on Pleiades completing its fundraising round and finalizing certain in-licensing transactions. A 30-day exclusivity period has been granted to finalize the share purchase agreement (SPA).
- Strategic Partnership with Pleiades: Post-sale, Roquefort will retain a significant equity stake in Pleiades, a well-funded private company with clinical and pre-clinical assets.
Roquefort Therapeutics (LSE:ROQ), a biotechnology company focused on pioneering medicines in immunology and oncology, has announced the signing of a term sheet with Pleiades Pharma Limited ("Pleiades") for the proposed sale of its wholly owned subsidiary, Lyramid Pty Ltd ("Lyramid"). The transaction, valued at a minimum of US$10 million, is expected to result in Roquefort holding a significant equity position in Pleiades.
Under the terms outlined in the Term Sheet, Roquefort will sell 100% of Lyramid’s issued share capital to Pleiades. The minimum consideration of US$10 million will be composed of equity in Pleiades, with potential additional upfront cash. The final completion of the transaction is subject to conditions, including Pleiades’ successful fundraising round and the finalization of certain in-licensing agreements. The parties have agreed to a 30-day exclusivity period, allowing time to finalize the binding share purchase agreement (SPA), which is currently in an advanced stage.
Upon completion, Roquefort Therapeutics will hold a significant equity stake in Pleiades, a private company well-funded and focused on developing a portfolio of innovative clinical and pre-clinical medicines. This transaction represents a strategic step for Roquefort, strengthening its position in the biotechnology space while maintaining a presence in the promising assets associated with Lyramid.
Lyramid, which Roquefort acquired in 2021 for £1 million, holds valuable intellectual property, including the Midkine patents for mRNA and oligonucleotide programs, as well as an exclusive license for antibody programs. Since the acquisition, Roquefort has expanded Lyramid's portfolio with in-house development of the mRNA and oligonucleotide programs, completing pre-clinical development for these modalities.
Pleiades is a private biotechnology company led by Caroline Fontier, an experienced Pharma CEO with a proven track record in successfully negotiating trade sale exits to Big Pharma, totaling over US$750 million. The agreement with Pleiades also supersedes the previously announced proposed antibody licensing partnership with PDC-CRO, though PDC-CRO will remain a key strategic partner to both Roquefort and Pleiades, particularly for clinical research in the Middle East region.
