Internalizing retinal disease pipelines, global clinical and regulatory capabilities, and sales and marketing expertise.
Leveraging Alteogen Biologics' domestic and international sales and marketing know-how to strengthen the commercialization foundation for proprietary products.
Expanding mid-to-long-term growth engines by integrating organizations and investment resources with planned investments in production facilities.
Alteogen (196170), a biotechnology platform company, announced it will absorb its subsidiary, Alteogen Biologics, to consolidate its business capabilities spanning from research and development to clinical trials, regulatory approval, production, and sales. The move is designed to internalize the pipeline expertise, global clinical and regulatory experience, and domestic and international sales and marketing infrastructure currently dispersed within the subsidiary, thereby bolstering the commercialization framework for its proprietary products and securing long-term growth momentum.
Alteogen’s board of directors approved the small-scale merger on the 6th, with a formal merger agreement expected to be signed on the 7th.
Alteogen Biologics is a subsidiary in which Alteogen holds a 62.9% stake. The firm has successfully completed phase 3 global clinical trials and secured European approval for the Eylea biosimilar ALT-L9 (product names: Ayluxbi, Eyzenfy). It also manages the sales and marketing of products such as Tergase and is developing ALTS-OP01, a best-in-class therapeutic candidate for macular degeneration.
Through this merger, Alteogen plans to directly integrate pipeline operations that were previously fragmented, strengthening the business cycle from R&D to commercialization. The goal is to more directly reflect clinical progress, regulatory achievements, and the success of internal projects in the company’s valuation, ultimately enhancing shareholder value.
The merger will be executed via a small-scale merger process. Shareholders of Alteogen Biologics will receive 0.1679581 shares of Alteogen for every share held. A total of 600,477 new Alteogen shares will be issued upon completion; however, the 62.9% stake currently held by Alteogen in the subsidiary will not be eligible for new share allocation.
The merger ratio was calculated based on Alteogen’s reference stock price in accordance with relevant laws, alongside an independent valuation of Alteogen Biologics’ intrinsic value. The merger effective date is scheduled for December 29.
To ensure transparency, Alteogen established a special committee composed of independent directors, utilizing external experts from legal and financial advisory firms and securities companies. The committee conducted a comprehensive review of the merger’s purpose, necessity, valuation methods, and its impact on shareholders, ultimately recommending the transaction. Following the committee's advice, the board approved the merger.
Alteogen intends to use this merger as a springboard to evolve into a fully integrated firm covering the entire value chain from initial R&D to sales. By combining planned production facility investments with the clinical and marketing expertise of Alteogen Biologics, the company aims to create a cohesive business ecosystem. Specifically, the integration of established sales organizations and marketing know-how will provide a robust foundation for the future commercialization of Alteogen's internal pipeline.
The consolidation of organizational structures and resources is also expected to enhance management efficiency and unify decision-making processes for R&D investments. By leveraging its expertise in ocular diseases, Alteogen expects to accelerate the development of follow-up pipelines and expand growth potential beyond its Hybrozyme platform.
“This merger represents a turning point for Alteogen as we shift from growing through our Hybrozyme platform to expanding our scope into the development and commercialization of our own products,” an Alteogen representative said. “By internalizing Alteogen Biologics’ personnel and expertise, we significantly reduce the time and burden of building a sales infrastructure from scratch.”
“We will continue to strengthen our business system from R&D to sales to drive mid-to-long-term corporate and shareholder value,” the representative added.
Starting the 7th, Alteogen will provide merger-related documentation and FAQs on its website, while also opening a channel for shareholder inquiries. Feedback will be incorporated into the upcoming securities registration statement and future explanatory materials.
A shareholder meeting will be held in Daejeon on October 15 to discuss the merger’s objectives and outlook. Alteogen Biologics will hold its own separate meeting for its shareholders on October 14. Further communications and information regarding the sessions will be posted on the companies' respective websites.
