M&A Activity • Dec 15, 2021
M&A Activity
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Luxembourg and Amsterdam, 15 December 2021: On 6 December 2021, Odyssey Acquisition S.A. ("Odyssey"), a Euronext Amsterdam-listed special purpose acquisition company, and BenevolentAI Limited ("BenevolentAI"), a leading clinical-stage AI drug discovery company, announced that they have entered into a definitive agreement for a business combination (the "Combination"). A description of the transaction and the key terms of the agreement can be found on Odyssey's website under www.odyssey-acquisition.com/investor-relations. Odyssey publishes the announcement below from BenevolentAI in the context of the Combination.
BenevolentAI, a leading clinical-stage AI drug discovery company, announced that AstraZeneca has added a novel target for idiopathic pulmonary fibrosis (IPF), discovered using BenevolentAI's platform, to its drug development portfolio. This is the second novel target from the collaboration that has been identified, validated, and selected for AstraZeneca's portfolio.
BenevolentAI's strategic collaboration with AstraZeneca began in 2019, and currently focuses on discovering potential new treatments for IPF and chronic kidney disease (CKD). The innovative collaboration structure sees scientists and technologists from the two companies working side-by-side, combining the Benevolent Platform™ — an AI-driven drug discovery platform — and biomedical knowledge graph with AstraZeneca's scientific expertise and rich datasets.
IPF is a chronic and ultimately fatal disease that causes lung tissue to stiffen, leading to permanent lung scarring that makes it harder to breathe. As IPF progresses, patients often need oxygen and, in some cases, lung transplantation. With a median survival of ∼3 years, the prognosis can be devastating, and there is a clear unmet need for better treatments.
Dr Anne Phelan, Chief Scientific Officer of BenevolentAI, commented, "The cause of IPF is largely unknown and the exact mechanisms involved in the progression of IPF remain elusive. Our collaboration uses advanced AI to enable expert scientists to navigate this challenging disease landscape, and discover novel targets with the potential to treat the underlying causes and prevent disease progression. This second, important milestone in our collaboration with AstraZeneca is further evidence of how our Platform can deliver tangible scientific results in the most complex therapeutic areas."
Professor Maria Belvisi, SVP and Head of Research and Early Development, Respiratory and Immunology at AstraZeneca commented: "At AstraZeneca we aim to target the underlying disease drivers in Idiopathic Pulmonary Fibrosis (IPF) to stop fibrosis in its tracks, promote tissue regeneration and enable people with IPF to live life without limits. Our ongoing collaboration with BenevolentAI has enabled us to leverage the world's available scientific literature and our in-house experiments, all brought together through machine learning to identify previously unrecognised links. I'm proud that this collaboration has delivered the first artificial intelligence driven IPF target to AstraZeneca's portfolio."
The strength of the collaboration was also recognised at the prestigious Scrip Awards in December 2021, where BenevolentAI and AstraZeneca won the 'Best Partnership Alliance' category. Notably, the award honours the industry's highest-achieving partnerships, focusing on the most mutually beneficial, that have the most strategic potential and are most innovative in their structure.
BenevolentAI is a leading, clinical-stage AI drug discovery company. Through the combined capabilities of its AI platform, scientific expertise and wet-lab facilities, BenevolentAI is well-positioned to deliver novel drug candidates with a higher probability of clinical success than those developed using traditional methods. BenevolentAI has a consistently proven track record of scientifically validated discoveries. The BenevolentAI Platform™ powers a growing in-house pipeline of over 20 drug programmes, spanning from target discovery to clinical studies, and it maintains successful commercial collaborations with leading pharmaceutical companies. BenevolentAI also identified Eli Lilly's baricitinib as a repurposing drug candidate for COVID-19, which has been authorised for emergency use by the FDA. BenevolentAI is headquartered in London, with a research facility in Cambridge (UK) and a further office in New York.
Odyssey is a special purpose acquisition company incorporated in Luxembourg for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with a European business with principal activities in healthcare or TMT. On July 2, 2021, Odyssey raised €300 million for this purpose in its initial public offering. Odyssey is sponsored by Odyssey Sponsor and is led by Chairman Michael Zaoui, co-CEOs Yoël Zaoui and Jean Raby, alongside industry experts Dr Olivier Brandicourt and Michel Combes.
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of Odyssey in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the Securities in the United States. The Securities have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan, subject to certain exceptions.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. An investment decision regarding the Securities should only be made on the basis of the prospectus, which will be published promptly upon approval by the Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier (CSSF)) and will be available free of charge on the Odyssey website.
This announcement does not constitute a prospectus. Odyssey has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.
This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, BenevolentAI's or Odyssey's beliefs, intentions and current targets/aims concerning, among other things, BenevolentAI's or Odyssey's or their respective groups' results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; lease-up potentials; economic outlook and industry trends; developments of BenevolentAI's or Odyssey's or their respective groups' markets; the impact of regulatory initiatives; and the strength of BenevolentAI or Odyssey or any other member of their respective groups' competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in BenevolentAI's or Odyssey's records (and those of other members of its group) and other data available from third parties. Although BenevolentAI and Odyssey believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond BenevolentAI's and Odyssey's control.
Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of BenevolentAI or Odyssey and other members of their respective groups or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No assurances can be given that the forward-looking statements will be realized. The forward-looking statements speak only as of the date of this release. BenevolentAI and Odyssey expressly disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in their expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.
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