Flerie and Toleranzia Announce Merger Plan to Take Toleranzia Private in €12.5 Million Deal
核心洞察
Flerie (搜索) AB and Toleranzia (搜索) AB have agreed to merge, with Flerie absorbing Toleranzia in a deal valuing the autoimmune disease drug developer at approximately SEK 136 million (€12.5 million), representing a 50% premium over recent trading prices.
Following completion, Toleranzia (搜索)'s operations will be transferred to a new subsidiary of Flerie (搜索)'s wholly-owned Flerie Invest AB (搜索), with the merger aimed at securing better financing conditions for Toleranzia's clinical development programs.
The merger will allow Toleranzia (搜索) to leverage Flerie (搜索)'s extensive network of private investors while enabling current Toleranzia shareholders to maintain exposure through Flerie shares, with the transaction expected to complete in Q3 2025.
Flerie (搜索) AB (publ) and Toleranzia (搜索) AB (publ) announced today that their respective Boards of Directors have adopted a joint merger plan that will see Toleranzia absorbed by Flerie in a transaction valuing the autoimmune disease specialist at approximately SEK 136 million (€12.5 million).
The merger consideration represents a premium of approximately 50% compared to Toleranzia (搜索)'s average volume-weighted share price on Nasdaq First North Growth Market over the last ten trading days, and a similar premium to the closing price of SEK 0.333 per share on March 24, 2025.
Under the terms of the agreement, Toleranzia (搜索) shareholders will receive new ordinary shares in Flerie (搜索) at an exchange ratio of 88:1, meaning 88 shares in Toleranzia will convert to one new ordinary share in Flerie. Following completion, Toleranzia's operations will be transferred to a new subsidiary of Flerie's wholly-owned Flerie Invest AB (搜索).
Strategic Rationale
The primary purpose of the merger is to create better conditions for continued financing of Toleranzia (搜索)'s operations, particularly as the company prepares to advance its lead candidate TOL2 into clinical trials.
"Our portfolio company, Toleranzia (搜索), continues to make significant progress in the development of its drug candidate, TOL2, which has the potential to revolutionize the treatment of myasthenia gravis (搜索). Flerie (搜索) believes that Toleranzia and its development project would have better prospects for success in an unlisted environment," said Ted Fjällman, CEO of Flerie.
The merger comes at a critical juncture for Toleranzia (搜索), which recently received approval from the European Medicines Agency (搜索) (EMA) in Sweden and Germany for its clinical trial application for TOL2. The planned study will be a double-blind, randomized, placebo-controlled, first-in-human Phase I/IIa trial in patients with generalized myasthenia gravis (搜索).
Charlotte Fribert, CEO of Toleranzia (搜索), highlighted the financial advantages of the merger: "Thanks to Flerie (搜索)'s extensive investor network, a merger could open up more opportunities for long-term financing of the company on attractive terms. The proposed merger would strengthen the prospects for Toleranzia's pharmaceutical projects while allowing our shareholders to benefit from the value growth in Flerie's diverse investment portfolio."
Financing and Investor Access
Flerie (搜索), which currently holds approximately 66.3% of Toleranzia (搜索)'s shares through its subsidiary Flerie Invest AB (搜索), has been a major contributor to Toleranzia's financing since making its first investment in 2021. The merger is expected to provide Toleranzia with access to Flerie's network of investors specializing in private companies, potentially broadening its investor base.
The companies also anticipate cost savings from Toleranzia (搜索)'s delisting from Nasdaq First North Growth Market, with these resources redirected toward clinical development activities.
Governance and Timeline
Upon completion of the merger, the current board members of Flerie (搜索)—Thomas Eldered, Cecilia Edström, Anders Ekblom, and Jenni Nordborg—are expected to continue as board members of the combined entity. Ted Fjällman will remain CEO, with Cecilia Stureborg von Schéele serving as deputy CEO and CFO.
The Board of Directors of Toleranzia (搜索) has unanimously recommended that shareholders vote in favor of the merger, with the fairness of the transaction supported by a fairness opinion from BDO Mälardalen AB.
The merger is subject to approval at extraordinary general meetings of both companies, expected to be held on May 7, 2025, with completion anticipated in the third quarter of 2025. The transaction also requires regulatory approvals, including clearance from the Swedish Inspectorate for Strategic Products under the Swedish Screening of Foreign Direct Investments Act.
Toleranzia's Therapeutic Approach
Toleranzia (搜索) develops drugs that harness the immune system to treat rare autoimmune diseases. The company's therapeutic candidates target the underlying causes of disease rather than merely addressing symptoms, with the potential to become the first long-acting or curative treatments for specific autoimmune orphan diseases.
The company's lead candidate, TOL2, is being developed for myasthenia gravis (搜索), a rare autoimmune neuromuscular disease characterized by muscle weakness and fatigue. The upcoming clinical trial will assess safety, tolerability, and preliminary efficacy of TOL2 in patients receiving single or multiple doses.
Market Impact
Following the merger, the combined entity will maintain Flerie (搜索)'s listing on Nasdaq Stockholm. Based on current shareholding information, Thomas Eldered will remain the largest shareholder with approximately 74.4% of shares and votes in the combined company, followed by The Fourth Swedish National Pension Fund with 6.9%.
The merger document is expected to be published in early April 2025, with the final day of trading in Toleranzia (搜索)'s shares anticipated to be two trading days prior to the registration of the merger by the Swedish Companies Registration Office.