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20 Jan 2020

MCF supports hVIVO Plc on merger with Open Orphan Plc

hVIVO Plc (“hVIVO”), an industry-leading clinical development services business, has completed an all-equity merger with Open Orphan Plc (“Open Orphan”), a European rare disease and orphan drug focused pharma services company. MCF provided strategic and financial advice as well as functioning as hVIVO’s Rule 3 adviser under the UK Takeover Code.

MCF provided strategic and financial advice as well as functioning as hVIVO’s Rule 3 adviser under the UK Takeover Code.

The Deal

The combination of hVIVO and Open Orphan will create a European full pharma services company supporting clients from pre-clinical to phase II. The enhanced offering and increased scale will enable the enlarged group to secure higher value and longer-term contracts with its pharmaceutical clients, in addition to cost and revenue synergies.

The transaction was an all-equity merger structured as a reverse takeover, with hVIVO shareholders receiving 2.47 new Open Orphan shares for each existing hVIVO share. This represented a premium of 33.8%, based upon the hVIVO Closing Price on 6 December 2019, the latest practical date prior to announcement of the offer.

In addition, it was announced there would be a subsequent placing to raise up to GBP 5m to support the growth of the enlarged group. The implied market capitalisation of the enlarged group following the merger and proposed placing was approx. GBP 34.1m, as at 6 December 2019.

The Client

hVIVO was established in 1989 as a spin-out from Queen Mary University, London, and is a clinical development services business pioneering human disease models based upon viral challenge. Using human challenge studies to establish early proof-of-concept, hVIVO’s clinical trial platform can accelerate drug and vaccine development in respiratory and infectious diseases.

Prior to the merger with Open Orphan, hVIVO traded on AIM.

About Open Orphan Plc

Open Orphan is a European pharma services company focusing on rare and orphan diseases. The company operates across a range of areas including CMC, Preclinical, Phase I & II Clinical Trials, Data Management and Regulatory, and is based in Breda in the Netherlands and Paris, France.

Open Orphan is traded on the AIM and Euronext exchanges.