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eureKING — AGM Information 2023
Jul 24, 2023
1303_agm-r_2023-07-24_1576a871-b0eb-44de-8de8-046001788780.pdf
AGM Information
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Availability of the preparatory documents relating to the meetings convened on August 11, 2023
Paris, France, July 24, 2023 – eureKING (ISIN: FR0014009ON9, Euronext Paris), the first European Special Purpose Acquisition Company (SPAC) in the healthcare dedicated to bioproduction, announces the availability of the preparatory documents relating to the extraordinary and special meetings convened on August 11, 2023.
On May 30, 2023, eureKING (the "Company"), announced the signature of a put option agreement for 100% of the share capital of Oleron Pharma, the holding company owning 100% of Skyepharma. Skyepharma is an innovative, fully-integrated French CDMO with 20 years' experience in drug innovation and development, and in the delivery of oral technologies. This acquisition will constitute the "Initial Business Combination" (IBC) of eureKING1 .
On July 7, 2023, eureKING announced that the workers' council of Skyepharma voted in favor of the proposed acquisition.
As indicated in its press release of July 7, 2023, the shareholders and the holders of Market Warrants Warrants (BSAR B) and Founders' Warrants (BSAR A) are convened on August 11, 2023 to approve the following amendments to eureKING's bylaws and to the terms and conditions of the Market Warrants (BSAR B) and Founders' Warrants (BSAR A), necessary to complete the Initial Business Combination, namely:
- extend the statutory deadline to complete the Initial Business Combination from currently August 13, 2023, to October 31, 2023, so as to ensure there is enough time to complete the acquisition of Skyepharma; and
- waive the requirement that the fair market value of the target of the Initial Business Combination be at least 75% of the funds raised in the initial public offering of eureKING, i.e. at least €115.4 million, as the fair market value of Skyepharma is estimated at around €50 million.
1 As described in the initial public offering prospectus approved by the Autorité des marchés financiers on May 6, 2022, under no. 22-134.
Furthermore, shareholders will be invited to vote on amendments to the bylaws enabling, subject to the adoption of the amendments specified above, the opening, as soon as possible after the extraordinary general meeting and no later than August 21, 2023, of a 30-calendar-day period during which holders of Market Shares may request the redemption of their shares at the agreed price of 10.30 euros2 . This redemption will take place no later than five business days after the end of this 30-day period (and therefore during September), whether or not the Initial Business Combination has occurred.
These amendments to the bylaws must be approved by eureKING's Extraordinary General Meeting and, beforehand, by the special meetings of holders of the different categories of securities issued by eureKING at the time of the initial public offering, i.e. Market Shares, Market Warrants (BSAR B), Founders' Shares (classes A1, A2 and A3) and Founders' Warrants (BSAR A) 3 .
To this end, seven meetings were convened: one extraordinary general meeting attended by all shareholders, four special meetings for each of the four different classes of preference shares issued by eureKING, and two meetings for each class of warrants.
Meeting notices of the extraordinary general meeting and the special meetings of holders of Market Shares and Market Warrants (BSAR B) (the only securities listed on the Professional Segment ("Compartiment Professionnel") of the regulated market of Euronext Paris) were published in the Bulletin des Annonces Légales Obligatoires (BALO) on July 7, 2023, bulletin number 81. They provide, for each meeting, the agenda, the draft resolutions and the terms and conditions for attending and voting at the meetings.
Convening notices of the extraordinary general meeting and the special meetings of holders of Market Shares, Market Warrants (BSAR B), Founders' Shares (classes A1, A2 and A3) and Founders' Warrants (BSAR A) will be published no later than the July 27, 2023. They will provide, for each meeting, the agenda, the draft resolutions and the terms and conditions for attending and voting at the meetings.
The schedules for the various meetings and the preparatory documents relating to those meetings are made available to the shareholders and holders of Market Warrants (BSAR B) and Founders' Warrants (BSAR A) and will be retrievable from 21 July 2023 on the eureKING's website: https://eureking.com/meetings-on-august-11-2023/.
About eureKING
Founded in March 2022, eureKING is a French SPAC (Special Purpose Acquisition Company) formed with the aim of acquiring European companies in the field of cutting-edge biomanufacturing, with the ambition of creating a leading bio-CDMO in Europe capable of meeting the growing outsourcing needs of this industry. eureKING has chosen to focus on three highly specialized and strategic segments of the
2 See eureKING's initial public offering prospectus referred to above.
3 See eureKING's initial public offering prospectus referred to above.
biopharmaceutical industry: the production of biologics, in particular new generations of monoclonal antibodies or complex proteins, the production of cell and gene therapies and the production of live biotherapeutics (with applications in the microbiome).
With a €150 million capital raising in May 2022, eureKING is led by an international management team of experienced healthcare industry talent, 100% dedicated to the SPAC project and its development strategy. eureKING is supported by a Board of Directors with complementary skills in the pharmaceutical and financial expertise to achieve its goal of developing and promoting the promising biomanufacturing sector in Europe on an international scale.
eureKING is listed on the Professional Segment ("Compartiment Professionnel") of Euronext Paris since May 12, 2022.
For more information: www.eureking.com
Media contacts
eureKING
Image Sept Leslie Jung-Isenwater / Sergio de la Calle / Florence Coupry [email protected] +33 (0)1 53 70 74 70
Disclaimer
On June 6, 2023, J.P. Morgan terminated its association with eureKING and waived any fees and compensation in connection with such association. On the same day, J.P. Morgan also waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in eureKING's initial public offering. J.P. Morgan has informed eureKING that it is not responsible for any portion hereof.