Internalization of retinal disease pipeline, global clinical trials/approvals, and sales/marketing capabilities
Strengthening the commercialization basis for self-developed products by combining Alteogen Biologics’ domestic and overseas sales and marketing know-how
Expanding mid- to long-term growth engines by integrating organization and investment resources and linking investment in production facilities
Alteogen (196170), a bio platform company, merges with its subsidiary Alteogen Biologics to integrate business capabilities ranging from research and development to clinical trials/licensing, production and sales. The plan is to strengthen the commercialization basis for self-developed products and expand mid- to long-term growth engines by internalizing the pipeline business capabilities distributed across subsidiaries, global clinical and approval experience, and domestic and overseas sales and marketing organizations.
Alteogen announced on the 6th that its board of directors decided to absorb and merge its subsidiary Alteogen Biologics through a small-scale merger. The two companies plan to sign a merger agreement on the 7th.
Alteogen Biologics is a subsidiary of Alteogen in which Alteogen holds a 62.9% stake. Eylea biosimilar ALT-L9 (product name: Ailuxvi, Eisenpi) has successfully completed phase 3 global clinical trials and achieved European approval, and is carrying out sales and marketing of drugs such as Tergajeju and the development of ALTS-OP01, a candidate for the best-in-class treatment for macular degeneration disease.
Through this merger, Alteogen plans to directly integrate the pipeline business capabilities dispersed in its subsidiaries and strengthen its business system from research and development to commercialization. Through this, the goal is to lay the foundation to more directly reflect the clinical progress, licensing experience, and performance of the company's own products in corporate value, and to increase mid- to long-term growth engines and shareholder value.
This merger will be carried out by Alteogen absorbing and merging Alteogen Biologics, and will be promoted according to the small-scale merger procedure. For each Alteogen Biologics share, 0.1679581 shares of Alteogen new stock will be allocated. Once the merger is completed, a total of 600,477 new shares of Alteogen stock will be issued to Alteogen Biologics shareholders. New merger shares will not be allocated to the 62.9% stake in Alteogen Biologics held by Alteogen.
The merger ratio was calculated based on Alteogen Biologics' intrinsic value after comparison and discussion of key evaluation assumptions and external evaluation with Alteogen's standard market price calculated in accordance with relevant laws and regulations. The merger date is scheduled for December 29th.
To review this merger, Alteogen established a special committee composed of independent directors and utilized reviews from external experts such as legal and financial advisors and securities firms. The special committee recommended the merger by comprehensively reviewing the purpose and necessity of the merger, the appropriateness of the valuation method and key assumptions, the impact on the company and all shareholders, and fair treatment among shareholders. We also requested faithful implementation of follow-up measures such as disclosure and shareholder communication. The Board of Directors approved the merger, considering the review results and recommendations of the Special Committee.
Alteogen plans to use this merger as an opportunity to leap forward into a company that encompasses everything from initial research and development to clinical trials, approval, production, and sales. In parallel with the recently confirmed investment in production facilities, the plan is to build a foundation that connects each business by integrating Alteogen Biologics' global clinical and approval experience and sales and marketing capabilities. In particular, the domestic and overseas sales organization and marketing know-how established by Alteogen Biologics will be utilized to strengthen the business foundation necessary for the commercialization of Alteogen's self-developed products in the future.
In addition, the two companies plan to integrate dispersed organizations and resources to increase management efficiency and unify the investment and decision-making systems necessary for pipeline development and commercialization. Based on our expertise in the eye disease field, we expect to strengthen our follow-up pipeline development capabilities and expand new growth foundations after the Hybrozyme platform.
An Alteogen official said, “This merger is a turning point for Alteogen, which has grown based on the Hybrozyme platform, to expand its business area through the development and commercialization of its own products.” He added, “We will secure the ability to develop new pipelines, such as ALTS-OP01, a new macular degeneration treatment drug, and internalize the domestic and overseas sales and marketing personnel and know-how of Alteogen Biologics, reducing the time and burden of building a sales organization from scratch when commercializing self-developed products in the future. “We will utilize the organization and experience we have secured,” he said.
He added, “We will strengthen the business system that connects from research and development to production and sales to increase mid- to long-term corporate value and shareholder value.”
Starting on the 7th, Alteogen plans to provide merger-related data and FAQs through the company website and operate a window for receiving shareholder opinions. Key questions and opinions will be reviewed and reflected in the merger-related securities report and future explanatory materials.
On October 15th, a shareholder meeting will be held in Daejeon to explain the purpose of the merger, expected effects, future business plans, etc., and listen to shareholder opinions. The day before, on October 14th, Alteogen Biologics plans to hold a shareholder meeting for its shareholders. After the meeting, follow-up communication such as additional briefing sessions will be held if necessary, and details such as event location and participation method will be provided through each company's website.
