Valerio Therapeutics Signs Binding Offer to Acquire Etherna Immunotherapies for €30M

Strategic Acquisition Project in Targeted Therapeutic RNA

Valerio Therapeutics announced on Wednesday that it has signed a binding offer to acquire 100% of the capital of Etherna Immunotherapies for an enterprise value of €30M. The proposed transaction would combine Valerio's proprietary single-domain antibody (sdAb) targeting and conjugation technologies with Etherna's customizable mRNA and lipid nanoparticle (cLNP) capabilities, as well as its GMP stage manufacturing facilities. This project aligns with Valerio's strategy to become a major player in targeted nucleic acid medicines, capable of targeting cells beyond the liver. The combined entity would have a suite of technologies covering nucleic acid chemistry, lipid nanoparticle delivery, and targeting motif engineering, supported by in-house manufacturing capabilities.

Etherna, with over a decade of expertise, has developed an integrated range of proprietary technologies including customizable lipid nanoparticles and advanced mRNA chemistry. The company has built manufacturing capabilities up to the GMP stage, addressing a bottleneck encountered by many nucleic acid medicine companies as they move their programs to the clinic. Valerio aims to advance at least two programs in immunological indications to pre-IND and clinical studies within 18 to 24 months following the completion of the transaction.

Secured Financing and Transaction Conditions

The acquisition project would be settled through a combination of cash and securities. The cash portion, funded by existing Valerio shareholders through subscription commitments, is fully covered. The securities component would take the form of a contribution in kind of Etherna shares to Valerio. Key Etherna shareholders would become shareholders of Valerio at the end of the transaction, reflecting their confidence in the strategic vision and value creation potential of the combined entity.

The completion of the acquisition remains subject to applicable regulatory approvals, including foreign direct investment controls, the finalization of transactional documentation, securing financing in accordance with existing assembly resolutions, and approval by the extraordinary general meeting of Valerio shareholders of the securities consideration. This approval is secured by voting commitments representing more than 70% of the voting rights. The two companies have entered a six-week exclusivity period to finalize the definitive documentation. Etherna's board of directors has unanimously approved the binding offer.

Experienced Leadership and Immunological Pipeline

This announcement comes following the recent appointment of Gilles Besin as CEO of Valerio. Besin brings over 20 years of experience in drug discovery, immunology, and RNA-based medicines. Formerly the Chief Scientific Officer at Orbital Therapeutics, a company developing a targeted LNP-based in vivo CAR-T approach acquired by BMS in 2025, he subsequently led BMS's in vivo RNA and CAR-T programs.

The flagship program envisioned for the combined entity focuses on developing an in vivo CAR-T approach to modulate pathological B and T cells in immunological diseases. Valerio is also targeting partnership, co-development, and licensing opportunities with major pharmaceutical companies looking to extend nucleic acid-based medicines beyond the liver to a broader spectrum of tissues and indications.