Stéphane Boissel, CEO of TxCell, joins Sangamo as Executive Vice President, Corporate Strategy
RICHMOND, California & VALBONNE, France
October 1, 2018
Sangamo Therapeutics, Inc. (Nasdaq: SGMO) and TxCell S.A. (ENXTPA: TXCL) today jointly announced the completion by Sangamo of the acquisition of ordinary shares of TxCell, at a price of €2.58 per share in cash, representing approximately 53% of the share capital and voting rights of TxCell, as per the terms of the Share Purchase Agreement entered into on July 20, 2018 (the “SPA") and announced previously by TxCell and Sangamo in a joint press release dated July 23, 2018. TxCell will now operate as a subsidiary of Sangamo.
Sangamo expects to file on October 2, 2018 a cash simplified tender offer for the purchase of all then outstanding ordinary shares of TxCell, at a price of €2.58 per share. Subject to obtaining at least 95% of the share capital and voting rights of TxCell upon completion of the simplified tender offer, Sangamo will launch a squeeze-out procedure. Following the completion of the squeeze-out procedure, Sangamo will delist TxCell. TxCell’s operations will remain based in Valbonne, France.
“We are excited to welcome our TxCell colleagues to Sangamo and together to lead the field of CAR-Treg development for immunological and autoimmune diseases,” said Sandy Macrae, CEO of Sangamo. “Gene-edited CAR-Tregs have the potential to increase the tissue-targeted efficacy and stability of Tregs, a naturally occurring subset of T-cells critical for maintaining immune homeostasis within the body. As we move to complete the final steps of this acquisition, we’re looking ahead and planning to initiate the first CAR-Treg clinical trial in the solid organ transplant rejection setting in 2019.”
Stéphane Boissel to join Sangamo
Sangamo and TxCell also announced today that Stéphane Boissel, TxCell’s Chief Executive Officer, will join Sangamo as Executive Vice President, Corporate Strategy, reporting to Sandy Macrae, effective October 2, 2018. After a short transition at TxCell, Mr. Boissel will be based in Sangamo’s U.S. offices and will lead the Company’s strategic and commercial planning and corporate development activities.
“We are all excited at TxCell to become part of Sangamo, which I believe is now the most advanced gene-editing company worldwide, with multiple product candidates already in clinical development and the potential to develop more. Sangamo’s zinc finger nuclease technology is expected to bring enormous value to our pioneering CAR-Treg programs to treat autoimmune, inflammatory and transplantation-related disorders,” said Stéphane Boissel, CEO of TxCell. “On a personal note, I am thrilled to be joining Sangamo at such a critical juncture. It will also give me the opportunity to continue working with TxCell’s team and follow the progress of its unique technology.”
“I’m pleased to welcome Stéphane to the Sangamo team. His strategy and finance experience and his knowledge of the immunotherapy field will be invaluable as we advance toward late stage development and commercialization,” said Sandy Macrae, CEO of Sangamo.
Mr. Boissel is an experienced biotech professional who brings over 25 years of leadership experience across corporate finance, strategy and business development. Prior to his appointment as CEO of TxCell in April 2015, he served as CEO of Genclis, a molecular diagnostics company. From 2002 to 2010, he served as CFO, then EVP and CFO, of Innate Pharma SA, and from 2010 to 2014 he served as EVP and CFO of Trangene SA. Earlier in his career, Mr. Boissel worked in investment banking for Lazard, where he focused on principal investment in France, Singapore and Hong Kong. Mr. Boissel completed his undergraduate work in management and finance at the University of Lyon and Paris-Dauphine in France and received his MBA from the University of Chicago.
About the Share Purchasing Agreement
As per the SPA, Sangamo has acquired all TxCell shares owned by the following shareholders:
- i. Stéphane Boissel (with the exception of his free shares that are subject to a liquidity agreement entered into with Sangamo)
- ii. FCPR Auriga Ventures II,
- iii. FCPR BIOAM,
- iv. FCPR BIOAM 1B,
- v. Bpifrance Participations,
- vi. FCPR Innobio,
- vii. François Meyer,
- viii. Gilbert Gerber, and
- ix. YA II PN, Ltd.
On July 20, 2018, following the signature of the SPA, TxCell’s Board of Directors appointed HAF Audit & Conseil (represented by Mr. Olivier Grivillers) to serve as independent appraiser, in compliance with sections 261-1-I and II of the General Regulation of the AMF (the French Financial Markets Authority). The expert was in charge of issuing an opinion on the terms and conditions of the offer and in particular the fairness of the proposed share price.