Valerio Therapeutics Signs Etherna Acquisition Agreements, Prices €40.25 Million PIPE

Valerio Therapeutics has signed definitive agreements to acquire 100% of Etherna Immunotherapies and priced a €40.25 million private investment in public equity financing, pairing a €30 million enterprise-value acquisition with an equity raise for the Euronext Growth Paris-listed biotechnology company.

The purchase price will combine cash and Valerio shares. The cash portion is fully funded by the PIPE, while the share consideration remains subject to approval at an extraordinary general meeting expected on or about October 6. Existing shareholders representing more than 70% of Valerio’s voting rights have already provided irrevocable voting undertakings in favor of the required contribution resolutions.

In its August 24 announcement, Valerio said the financing will also support its proprietary drug-development programs and the integration and expansion of Etherna’s manufacturing operations. The definitive agreements move the acquisition beyond the binding-offer stage announced in July, but completion still depends on the shareholder vote for the share consideration.

PIPE adds 68.2 million shares at €0.59 each

The financing consists of 68,220,333 new ordinary shares priced at €0.59 apiece. Valerio said that price represents a 25% discount to the three-day volume-weighted average price before pricing. The placement will raise €40.25 million, including a nominal capital increase of about €682,203 and an issuance premium of roughly €39.57 million.

Those new shares equal about 13.7% of Valerio’s share capital and voting rights outstanding before the financing. After expected settlement and delivery on August 26, Valerio said it will have 567,668,634 ordinary shares outstanding. The company illustrated the dilution by noting that an investor owning 1% of Valerio before the financing and not participating would own about 0.88% afterward.

Several existing shareholders supplied most of the disclosed PIPE commitments. Artal International SCA subscribed for €18 million, Financière de la Montagne for €7 million and Saint James Luxembourg for €1 million. Artal and Financière de la Montagne are also members of, or represented on, Valerio’s board, and the company said they did not participate in the board vote on the financing at the July 30 meeting.

Valerio plans to use the net proceeds, together with existing cash, for more than the acquisition’s cash leg. Management said the funds will also advance VTX-001, VTX-002 and VTX-003, support IND-enabling work for VTX-001, help integrate Etherna and expand its GMP manufacturing capabilities in Niel, Belgium, and cover working capital and other corporate needs.

Based on its current operating plan and forecast expenses, Valerio said cash on hand plus the net PIPE proceeds should fund planned operating expenses and capital expenditure requirements for at least 18 months after the financing closes. That runway is a company estimate and depends on development progress, integration timing and other cash needs. Valerio has also agreed to a 90-day lock-up on additional ordinary-share issuance, subject to customary exceptions, while PIPE investors have agreed to a 60-day lock-up on the new shares.

Etherna adds mRNA, LNP and GMP manufacturing capabilities

Etherna brings mRNA chemistry, lipid nanoparticle technology and in-house manufacturing to a Valerio strategy that is increasingly centered on targeted RNA medicines. Valerio’s stated aim is to combine its cell-targeting technologies with Etherna’s RNA and LNP platforms so nucleic acid payloads can be directed to tissues beyond the liver, an area the company sees as important for expanding the range of diseases that RNA medicines can address.

The strategic case is not limited to technology licensing. Valerio said it plans to invest in and scale Etherna’s GMP manufacturing operation at its Niel facility to support clinical supply needs and build internal mRNA and LNP production capacity. It also intends to combine the two companies’ research, technical operations and quality functions on a single platform.

The added manufacturing and delivery capability would support a pipeline Valerio detailed in July. VTX-001 is being developed for ankylosing spondylitis, VTX-002 for IgG4-related disease and VTX-003 for oncology. VTX-001 and VTX-002 are described by Valerio as next-generation in vivo CAR-T approaches, while VTX-003 uses a V-Body oligonucleotide conjugate approach to deliver siRNA. In July, management said it aimed to nominate up to two development candidates within 12 to 18 months and move at least one program into first-in-human studies within 18 to 24 months. Those targets remain forward-looking.

Etherna itself describes its business as an RNA-LNP technology platform spanning RNA chemistry, LNP formulation and process technology, with manufacturing capabilities that support research through clinical development. The purchase therefore covers technology and operating infrastructure rather than a single clinical asset. The PIPE proceeds are being allocated to integration and manufacturing as well as the cash purchase price.

Financing settles first, shareholder vote follows in October

One regulatory hurdle had already been cleared before the definitive agreements were announced. Valerio said on August 17 that the required foreign direct investment clearance had been received, removing a condition that was outstanding when the binding offer was disclosed on July 1.

The remaining shareholder step concerns the contribution in kind of Etherna shares that will form the equity portion of the acquisition consideration. Those Valerio shares will be valued at the same €0.59 subscription price used in the PIPE. A contribution auditor has been appointed to assess the valuation and issue a fairness report, and certain Etherna lenders and managers are also expected to subscribe for new Valerio shares by setting off receivables owed to them by Etherna at the same price.

The €30 million enterprise value is stated on a debt-free, cash-free basis and remains subject to customary purchase-price adjustments and contingent earn-out payments, so the eventual consideration can differ from the headline enterprise value. Valerio has not disclosed the exact split between cash and shares in the August 24 release.

Settlement and delivery of the PIPE shares is expected on August 26, when Valerio also expects the new shares to be admitted to trading on Euronext Growth Paris on the same listing line as its existing stock. The next major acquisition milestone is the extraordinary general meeting expected around October 6, when shareholders are due to vote on the share contribution that forms part of the Etherna purchase.