We are advising Forbion European Acquisition on its de-SPAC transaction

Davis Polk is advising Forbion European Acquisition Corp. (FEAC), a SPAC, on its business combination agreement with enGene, Inc. The business combination is expected to deliver gross proceeds to enGene of approximately $135 million. This includes Forbion Growth’s existing investment in FEAC Class A shares of $20 million and an upsized PIPE investment, other private investment and non-redemption commitment of approximately $115 million in the aggregate, anchored by Forbion Growth, with the participation of new institutional investors and existing enGene investors.

The proposed transaction is expected to be completed in the second half of 2023, subject to, among other things, the approval by FEAC shareholders and enGene shareholders and other customary closing conditions.

FEAC is a biotech-focused SPAC formed for the purpose of effecting a business combination with one or more businesses or entities. FEAC’s sponsor, Forbion Growth Sponsor FEAC I B.V., is part of the Forbion group, a life sciences specialist venture fund manager with headquarters in the Netherlands.

enGene is a Montreal, Quebec, Canada-headquartered, clinical-stage biotechnology company developing non-viral gene therapies based on localized delivery of nucleic acid payloads to mucosal tissues. enGene’s proprietary dually derived chitosan (DDX) platform has a high degree of payload flexibility, including DNA and various forms of RNA with broad tissue and disease application. Its lead product, detalimogene voraplasmid (EG-70), is being developed for the treatment of BCG-resistant non-muscle invasive bladder cancer (NMIBC) with CIS.

The Davis Polk corporate team includes partner Leo Borchardt, counsel Maxim Van de moortel, and associates Christopher Diel and Francesco Mancuso. The tax team includes counsel Alon Gurfinkel and associate Kelli A. Rivers. Partner David R. Bauer is providing intellectual property advice. Partner Adam Kaminsky is providing executive compensation advice. The antitrust and competition team includes counsel Mary K. Marks and Matthew Yeowart. Members of the Davis Polk team are based in the London, New York and Washington DC offices.

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