OvaScience and Millendo Agree to Merge to Focus on Rare Endocrine Disease

Rare Daily Staff

Millendo Therapeutics and OvaScience said they will merge in a $60 million stock swap that will create a public, late-stage development company focused on rare endocrine diseases.

An investor syndicate that includes New Enterprise Associates, Frazier Healthcare Partners, Roche Venture Fund, Innobio managed by Bpifrance, Osage University Partners, Altitude Life Science Ventures, Adams Street Partners, and Longwood Fund has committed to invest $30 million in the combined company.

The financing will be used to advance the development of Millendo’s lead assets, livoletide (AZP‐531) and nevanimibe (ATR‐101) and is expected to close before or concurrently with the completion of the merger. The total cash balance of the combined company following the closing of the merger and the financing is expected to be at least $70 million.

Livoletide, is being developed for the treatment of Prader-Willi syndrome, a rare genetic disease characterized by hyperphagia, a chronic unrelenting hunger, that leads to obesity, metabolic dysfunction, reduced quality of life and early mortality. Livoletide demonstrated positive effects in improving hyperphagia and food-seeking behaviors in a phase 2 study in Prader-Willi syndrome and is expected to advance into a pivotal phase 2b/3 study in the first quarter of 2019.

Millendo is also developing nevanimibe for the treatment of two orphan adrenal diseases: classic congenital adrenal hyperplasia and endogenous Cushing’s Syndrome. Nevanimibe demonstrated positive proof-of-concept and a favorable safety profile in an open-label phase 2 trial in CAH and is expected to advance into a phase 2b study in the third quarter of 2018.

Julia Owens, Millendo president and CEO, will lead the merged company, which will be headquartered in Ann Arbor, Michigan. Based upon the number of shares of OvaScience common stock to be issued in the merger, current OvaScience shareholders will own approximately 20 percent of the combined company and current Millendo investors will own approximately 80 percent of the combined company before accounting for the additional financing transaction.

The merged company is expected to have a seven-member board with six of those members coming from the existing Millendo board and a seventh from the OvaScience board. The merged company will operate under the Millendo Therapeutics name and trade on the Nasdaq Capital Market under the ticker “MLND.”

“We are excited about the opportunities created by this merger, as it positions us to become a leader in rare endocrine diseases with the funding needed to pursue the potential approval and commercialization of our first-in-class programs,” said Julia Owens, president and CEO of Millendo. “Our objective has always been to deliver meaningful therapies to patients who do not have sufficient treatment options, and with this merger, the compelling clinical data for our programs, and the initiations of late-stage trials for both livoletide and nevanimibe expected in the months ahead, we are optimistic that we can deliver on this vision.”

The transaction has been approved by the board of directors of both companies. The merger is expected to close in the fourth quarter of 2018, subject to the approval of OvaScience shareholders at a special shareholder meeting, as well as other customary conditions.

August 9, 2018
Photo: Julia Owens, president and CEO of Millendo