Valerio Therapeutics: agreement signed to acquire Belgian Etherna and raises €40.25 million at €0.59
The laboratory listed on Euronext Growth Paris finances in cash and securities the acquisition of a Belgian company specializing in messenger RNA, while issuing more than 68 million new shares at a discounted price.
An acquisition valued at €30 million, settled in cash and securities
Valerio Therapeutics announced on August 24, 2026 the signing of a definitive purchase agreement covering 100% of the capital and voting rights of Etherna Immunotherapies NV, a Belgian company active in messenger RNA and lipid nanoparticle (LNP) technologies.
The transaction is based on an enterprise value of 30 million euros, on a debt and cash-free basis, subject to customary price adjustments and conditional price supplements (earn-out).
Payment combines a cash component, financed by a concurrent fund raising, and a securities component via a contribution in kind of Etherna shares to Valerio (the "Contributions").
These Contributions remain subject to approval by Valerio shareholders at an extraordinary general meeting expected around October 6, 2026. According to the group, this approval is already secured by irrevocable voting commitments from existing shareholders representing more than 70% of the company's voting rights.
The shares issued as remuneration for the Contributions will be valued at the same subscription price as the new shares issued under the financing. A contributions appraiser has been appointed to evaluate the value of the Contributions and prepare a report on their fairness. Certain Etherna lenders and executives will also subscribe to Valerio shares in exchange for their receivables, at the same subscription price.
A private placement of €40.25 million at a discounted price of 25%
Financing was accomplished through the issuance of 68,220,333 new shares at a subscription price of €0.59 per share, representing a nominal value of €0.01 and a share premium of €0.58 per share.
This price represents a 25% discount to the weighted average price over the three trading days preceding price fixing. The issuance was carried out through a capital increase without preferential subscription rights, as part of a private placement within the meaning of article L. 411-2 of the French Monetary and Financial Code.
The issuance represents approximately 13.7% of the capital and voting rights existing before financing, for a total amount of €40.25 million, including a share premium of €39,567,793.14.
Existing shareholders Artal International SCA, Financière de la Montagne and Saint James Luxembourg subscribed €18.0 million, €7.0 million and €1.0 million respectively. Following settlement-delivery expected on August 26, 2026, the company's capital will amount to €5,676,686.34, divided into 567,668,634 shares.
A quantified dilution for non-participating shareholders
The company specified the dilution effect of the financing. On an illustrative basis, a shareholder holding 1% of the capital before the transaction and not participating in it will hold 0.88% after the issuance of new shares.
Artal International SCA remains the leading shareholder, with its stake increasing from 44.04% to 44.1% of the capital, while that of Financière de la Montagne changes from 18.12% to 18.0%. The stakes of Fidat Ventures and SCP Esperanza 2019, which do not participate in the financing, decline respectively from 8.71% to 7.7% and from 8.40% to 7.4%.
The company indicates that, taking into account its cash and the net proceeds from the financing, it has sufficient resources to cover its operating and investment expenses for at least 18 months after closing. The funds will be used in particular to finance the cash portion of the acquisition, to advance the proprietary programs VTX-001, VTX-002 and VTX-003, and to integrate Etherna, including the development of GMP production capacity at the Niel site.
