BenevolentAI Begins Trading On Euronext Amsterdam

LONDON, April 25, 2022 /PRNewswire/ -- BenevolentAI (Euronext Amsterdam: BAI), a leading, clinical-stage AI-enabled drug discovery company, announces that trading in its shares is expected to begin today, following completion of the business combination of BenevolentAI Limited with Odyssey Acquisition S.A. ("Odyssey") on 22 April 2022 (the "Business Combination").

Highlights

• The combined company now operates under the name BenevolentAI and will trade on Euronext Amsterdam under the ticker symbol BAI
• Gross proceeds from the Business Combination of €225 million will put BenevolentAI in a strong position to accelerate the development of its clinical pipeline and deliver multiple value inflection points in the near future
• BenevolentAI also intends to continue investing in its technology platform and consolidate its position in AI-enabled drug discovery
• Olivier Brandicourt, the former CEO of Sanofi, and Jean Raby, the former CEO of Natixis Investment Managers, have joined the board of BenevolentAI

Background

BenevolentAI is a leading, clinical-stage AI-enabled drug discovery company headquartered in London, with a research facility in Cambridge (UK) and an office in New York. BenevolentAI, employs a total of over 300 people.

Through the combined capabilities of its AI platform, scientific expertise, and wet-lab facilities, BenevolentAI aims to deliver novel drug candidates with a higher probability of clinical success than those developed using traditional methods.

The Benevolent Platform™ is a disease-agnostic drug discovery platform that powers a growing in-house pipeline of over 20 drug programmes, spanning from target discovery to clinical studies across multiple therapeutic indications. BenevolentAI also maintains successful collaborations with leading pharmaceutical company AstraZeneca, alongside collaborations with research and charitable institutions.

The Business Combination provides BenevolentAI with a multi-year cash runway to continue development of the Benevolent Platform™ and progress its pipeline of drug candidates. In particular, BenevolentAI aims to complete the Phase I/II trial for BEN-2293 (atopic dermatitis) to make it ready for out-licensing, as well as to complete the Phase I trial for BEN-8744 (ulcerative colitis) in 2023 before commencing a Phase II trial.

The BenevolentAI business model leverages the Benevolent Platform™ to generate new drug IP at scale and accelerate multiple novel assets to IND stage to commercialise in-house or through out-licensing agreements. Separately, BenevolentAI will seek to enter into selective strategic platform collaborations to drive greater shareholder value in disease areas that it would not currently select for in-house clinical development.

Joanna Shields, Chief Executive Officer of BenevolentAI, said: "At BenevolentAI, we set out to build a company that can bring about real transformation in drug R&D by leveraging AI and advanced technologies to improve drug efficacy, decrease failure rates and accelerate the development of new medicines. BenevolentAI is well on its way to achieving this mission.

Our revolutionary approach empowers scientists to better understand disease biology and discover more effective therapies. Today, the Benevolent Platform™ is fully operational, scientifically validated, and producing results, demonstrated by our in-house pipeline of over 20 platform-generated drug candidates and successful collaborations. This listing underscores our commitment to becoming a key player in the global drug discovery sector."

Dr François Nader, Chairman of BenevolentAI, said: "BenevolentAI is strongly positioned to unlock a new level of growth as a public company and advance its ambitious plans to scale its innovative R&D platform. The next chapter for BenevolentAI is a compelling one, as we look to strengthen our position within the AI-driven drug discovery sector and advance our mission to deliver life-changing medicines to patients. I also take pleasure in welcoming Olivier Brandicourt and Jean Raby to our Board – they bring immense experience and expertise, which will be invaluable as we pursue our value creation strategy."

Michael Zaoui, former Chairman of Odyssey, said: "The completion of the Business Combination and BenevolentAI's listing on Euronext Amsterdam marks the final step of Odyssey's journey. Again, we would like to thank our shareholders as well as all those who contributed to this result. BenevolentAI now starts its life as a public company, and we have every confidence that it will thrive in the important and exciting space of AI-led drug discovery."

Transaction summary

Through the Business Combination, BenevolentAI has received gross proceeds of €225 million.

The issued share capital of BenevolentAI now amounts to €145,126.303, divided into 137,626,303 Ordinary Shares and 7,500,000 class B shares (the "Sponsor Shares"). Following redemption of Ordinary Shares by their holders prior to closing, BenevolentAI will hold 25,137,581 Ordinary Shares in treasury.

On 25 April 2022, 5,000,000 Sponsor Shares automatically converted on a 1-to-1 basis into 5,000,000 Ordinary Shares. As a result, the share capital of BenevolentAI remains €145,126.303, divided into 142,626,303 Ordinary Shares and 2,500,000 Sponsor Shares.

Certain BenevolentAI shareholders that were shareholders in BenevolentAI Limited prior to the Business Combination and certain shareholders of Odyssey's Ordinary Shares are subject to a 180-day lock-up until 19 October 2022 and Odyssey's sponsor entity is subject to a 365-day lock-up until 22 April 2023, subject to terms set forth in the respective lock-up agreements. For more details on transaction rationale, transaction structure, and lock-up terms, please refer to the prospectus dated 22 April 2022, which can be found on the Investor section of www.benevolent.com. 

ABOUT BENEVOLENTAI

BenevolentAI BAI is a leading, clinical-stage AI-enabled drug discovery company listed on the Euronext Amsterdam stock exchange. Through the combined capabilities of its AI platform, scientific expertise, and wet-lab facilities, BenevolentAI is well-positioned to deliver novel drug candidates with a higher probability of clinical success than those developed using traditional methods. BenevolentAI has a consistently proven track record of scientifically validated discoveries. The BenevolentAI Platform™ powers a growing in-house pipeline of over 20 drug programmes, spanning from target discovery to clinical studies, and it maintains successful collaborations with AstraZeneca, as well as leading research and charitable institutions. BenevolentAI is headquartered in London, with a research facility in Cambridge (UK) and a further office in New York.

ADVISORS

Goldman Sachs International served as exclusive financial advisor to BenevolentAI in connection with the business combination. Goldman Sachs International also acted as placement agent on the PIPE. Latham & Watkins (London) LLP, NautaDutilh Avocats Luxembourg S.a r.l. and NautaDutilh N.V. served as legal advisors to BenevolentAI.

J.P. Morgan SE and Zaoui & Co served as financial advisors to Odyssey. J.P. Morgan SE also acted as placement agent on the PIPE. Skadden, Arps, Slate, Meagher & Flom (UK) LLP, ELVINGER HOSS PRUSSEN, société anonyme and Stibbe N.V. served as legal advisors for Odyssey.

Linklaters LLP served as legal advisor to the placement agents on the PIPE.

DISCLAIMER:

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of BenevolentAI (the "Securities") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the Securities in the United States. The Securities have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan, subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. An investment decision regarding the Securities should only be made on the basis of the prospectus, which has been approved by the Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier (CSSF)) and is available free of charge on the Odyssey website.

This announcement does not constitute a prospectus. BenevolentAI has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.

This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, BenevolentAI's beliefs, intentions and current targets/aims concerning, among other things, BenevolentAI's and its group's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; lease-up potentials; economic outlook and industry trends; developments of BenevolentAI's or its group's markets; the impact of regulatory initiatives; and the strength of BenevolentAI or any other member of its group's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in BenevolentAI's records (and those of other members of its group) and other data available from third parties. Although BenevolentAI believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond BenevolentAI's control.

Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of BenevolentAI and other members of its group or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No assurances can be given that the forward-looking statements will be realised. The forward-looking statements speak only as of the date of this release. BenevolentAI expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in their expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.

SOURCE BenevolentAI