Valerio Therapeutics to Acquire Etherna Immunotherapies in €30M Deal, Creating Fully Integrated RNA Medicines Company
核心洞察
Valerio Therapeutics signed a binding offer to acquire Etherna Immunotherapies for a total enterprise value of €30 million, combining complementary RNA platform technologies.
The merger pairs Valerio's single-domain antibody targeting and conjugation technologies with Etherna's mRNA and customizable lipid nanoparticle (cLNP) capabilities plus GMP manufacturing.
The combined entity aims to advance at least two immunological programs through IND-enabling studies and into the clinic within 18 to 24 months, led by an in vivo CAR-T approach targeting pathological B- and T-cells.
Valerio Therapeutics announced Wednesday that it has signed a binding offer to acquire 100% of the share capital and voting rights of Etherna Immunotherapies for a total enterprise value of €30 million, subject to customary adjustments. The proposed acquisition would create a fully integrated RNA medicines company with proprietary pipeline capabilities spanning discovery, development, and in-house GMP manufacturing.
The transaction combines Valerio's proprietary single-domain antibody (sdAb) targeting and conjugation technologies with Etherna's customizable mRNA and lipid nanoparticle (cLNP) capabilities. Together, these technologies are designed to enable targeted delivery of nucleic acid payloads to specific cell types and tissues beyond the liver — a longstanding challenge in the RNA therapeutics field.
"By bringing together Etherna's cutting-edge science with our proprietary targeted delivery technologies, we are creating a powerful engine for innovation," said Gilles Besin, Ph.D., CEO of Valerio. "Together, these capabilities position us to efficiently and confidently advance the next generation of RNA medicines beyond the liver, opening new therapeutic frontiers and expanding what is possible for patients worldwide."
Leadership and Strategic Vision
The announcement follows the recent appointment of Gilles Besin as Chief Executive Officer of Valerio. Dr. Besin brings more than 20 years of experience in drug discovery, immunology, and RNA-based medicine. Most recently, he served as Chief Scientific Officer at Orbital Therapeutics (搜索), an in vivo CAR-T company leveraging targeted LNP technology that was acquired by Bristol Myers Squibb (搜索) in 2025. Following that acquisition, he led BMS's RNA and in vivo CAR-T programs. Earlier in his career, he held senior leadership roles at Affinivax, where he played a key role in the acquisition by GSK, and at Moderna.
Bernard Sagaert, CEO of Etherna, described the transaction as "a natural next step in Etherna's mission to unlock the full potential of nucleic acid-based medicines," adding that the combined entity will have "the scientific capabilities, leadership and ambition to translate these technologies into a growing pipeline of targeted medicines."
Pipeline Ambitions and Manufacturing Integration
The lead program for the combined company focuses on developing an in vivo CAR-T approach to target and modulate pathological B- and T-cells in immunological diseases. Valerio aims to advance at least two programs in immunological indications through IND-enabling studies and into the clinic within 18 to 24 months following completion of the transaction.
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, which Valerio identifies as addressing a key bottleneck many nucleic acid companies face when scaling programs into the clinic.
Beyond the internal pipeline, the combined company aims to unlock partnership, co-development, and licensing opportunities with major pharmaceutical companies seeking to extend nucleic acid medicines beyond the liver and into a broader spectrum of tissues and indications, while continuing to support existing collaborations through its manufacturing capabilities.
Transaction Structure and Conditions
The acquisition would be settled through a mix of cash consideration, fully backed by committed financing from Valerio's existing shareholders, and a share consideration consisting of contribution in kind of Etherna shares to Valerio. Key Etherna shareholders would become Valerio shareholders as part of the transaction, reflecting what the companies describe as confidence in the strategic vision and long-term value creation.
Completion of the acquisition remains subject to several conditions, including applicable regulatory approvals such as foreign direct investment control, finalization of transaction documentation, completion of financing pursuant to outstanding shareholders' resolutions, and approval by Valerio's shareholders of the share consideration at an extraordinary general meeting. This shareholder approval is secured by voting undertakings from shareholders representing more than 70% of the voting rights.
The parties have entered a six-week exclusivity period to finalize the definitive transaction documentation. The binding offer has received unanimous approval from Etherna's board of directors.
Van Lanschot Kempen NV is serving as exclusive financial advisor to Valerio Therapeutics, with Goodwin Procter LLP as legal counsel. Moelis & Company is serving as financial advisor to Etherna, with Deloitte as legal counsel.