M&A: HOOKIPA Pharma Inc.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925001553

Comments: On January 7, 2025, HOOKIPA Pharma Inc. provided an update to its earlier announcement regarding potential acquisition discussions with Poolbeg Pharma plc. This follows an initial announcement on January 2, 2025, where the two companies entered into non-binding discussions for HOOKIPA Pharma to acquire the entire issued share capital of Poolbeg. The update elaborates on the status of negotiations and is attached as Exhibit 99.1 to the report. The company confirmed its status as an emerging growth company and indicated its intention to comply with relevant financial accounting standards.

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Form Type: DEFA14A

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925001555

Comments: On January 7, 2025, HOOKIPA Pharma Inc. provided an update regarding its potential acquisition of Poolbeg Pharma plc. This update follows a previous announcement made on January 2, 2025, where non-binding discussions were confirmed. HOOKIPA received a positive indication from major shareholder Gilead Sciences Inc., confirming that Gilead is likely to support the Board's recommendation for a formal offer and participate in a concurrent fundraising effort. The expected primary private placement fundraise has been revised to approximately $30 million+. Oppenheimer & Co. Inc. has been engaged as the placement agent for this fundraising. Importantly, it was noted that all discussions to date remain non-binding, and there are no assurances that a firm offer will materialize, nor that any deal will be finalized. The company plans to provide further details through its website and relevant documents will be filed with the SEC if and when a firm offer is made.

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Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925000020

Comments: On January 2, 2025, HOOKIPA Pharma Inc. and Poolbeg Pharma plc announced that they have entered into non-binding discussions for HOOKIPA to potentially acquire the entire issued share capital of Poolbeg. This announcement was made pursuant to Rule 2.4 of the U.K. City Code on Takeovers and Mergers. The Company prepared an investor presentation relating to the proposed acquisition, which is included as an exhibit to this report.

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Form Type: DEFA14A

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925000062

Comments: On January 2, 2025, HOOKIPA Pharma Inc. announced non-binding discussions with Poolbeg Pharma plc regarding a potential acquisition wherein HOOKIPA would acquire the entire issued share capital of Poolbeg. This move aims to create a combined clinical-stage biopharmaceutical company with a focus on next-generation immunotherapies for critical cancer treatment needs. According to the expected terms, Poolbeg shareholders would receive 0.03 shares of HOOKIPA for each held Poolbeg share, resulting in approximately 55% ownership in the combined entity for Poolbeg shareholders and 45% for HOOKIPA shareholders. The merger would not only strengthen the clinical pipeline with new therapies but also is proposed to be financed through a near-concurrent primary private placement fundraise of up to $30 million to ensure sufficient capital for development milestones. The announcement made clear there were no assurances of a completed offer due to customary pre-conditions and non-binding discussions ongoing, with further requirements including due diligence and Board approvals. The completion of this deal aims to leverage combined resources for operational excellence and promising clinical trials in development, with enhanced market opportunities.

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