Valerio Therapeutics has signed a binding offer to acquire 100% of the share capital and voting rights of Belgian biotech company Etherna for an enterprise value of €30 million, subject to customary adjustments.
The acquisition of Etherna forms part of the French company’s strategy to become a global leader in targeted nucleic acid medicines. “By bringing together Etherna’s cutting-edge science with our proprietary targeted delivery technologies, we are creating a powerful engine for innovation,” said Valerio’s recently appointed CEO, Gilles Besin, in a press release.
With over a decade of expertise, Etherna has built its own integrated suite of proprietary technologies, including customisable lipid nanoparticles (cLNPs) and advanced mRNA chemistry, enabling the development and delivery of differentiated RNA therapeutics.
Once the deal closes, these will combine with Valerio’s sdAb-targeting and conjugation technologies, enabling the targeted delivery of nucleic acid payloads to specific cell types and tissues, while in-house GMP manufacturing and CMC capabilities address a key challenge many nucleic acid companies face when scaling programs into the clinic.
“Together, these capabilities position us to efficiently and confidently advance the next generation of RNA medicines beyond the liver, opening new therapeutic frontiers and expanding what is possible for patients worldwide,” Gilles explained.
Valerio plans to advance at least two programmes in immunological indications through IND-enabling studies and aims to unlock substantial partnership, co-development and licensing opportunities with other major pharmaceutical companies seeking to extend nucleic acid medicines beyond the liver.
“This transaction represents a natural next step in Etherna’s mission to unlock the full potential of nucleic acid-based medicines,” added Etherna CEO Bernard Sagaert.
One example of the deal's promise is a lead programme, which focuses on developing an in vivo CAR-T approach to target and modulate pathological B and T cells in immunological diseases.
The details of the Etherna deal
While the binding offer was unanimously approved by Etherna’s board of directors, closing remains subject to customary conditions, including regulatory and foreign direct investment (FDI) approvals, execution of definitive transaction documentation, completion of the planned financing, and approval of the share issuance.
The parties have agreed to a six-week exclusivity period to finalise the definitive agreements. Van Lanschot Kempen NV is serving as exclusive financial advisor to Valerio Therapeutics, with Goodwin Procter LLP serving as legal counsel. Moelis & Company is serving as financial advisor to Etherna, with Deloitte serving as legal counsel.
The consideration will comprise a combination of cash, funded through committed financing from Valerio's existing shareholders, and new shares issued to Etherna shareholders.
