Update on the Proposed IBC with Skyepharma and the Proposed Acquisition of SCTbio

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Update on the Proposed IBC with Skyepharma  and the Proposed Acquisition of SCTbio

Paris, France, October 9, 2023 – eureKING (ISIN: FR0014009ON9, Euronext Paris), the first European special purpose acquisition company (“SPAC”) in healthcare dedicated to bioproduction, announces that:

•       In connection with its proposed Initial Business Combination (or "IBC") ^[1]  with Skyepharma Production SAS ("Skyepharma" and the "Proposed IBC with Skyepharma") and its proposed acquisition of SCT Cell Manufacturing s.r.o. ("SCTbio" and the "Proposed Acquisition of SCTbio")^[2], eureKING and the shareholders of Oleron Pharma SAS ("Oleron Pharma", Skyepharma's 100% holding company), have entered into discussions to modify the structure of the Proposed IBC with Skyepharma.

•       Discussions are also underway with PPF Biotech B.V., SCTbio's sole shareholder, as the Proposed Acquisition of SCTbio is conditioned upon the completion of the Proposed IBC with Skyepharma.

These discussions follow the publication, on September 22, 2023, of the results of the redemption process of the Market Shares^[3]. Given the very high level of redemption requests, the financing of the two acquisitions requires raising, through a private placement or otherwise, an amount of €36 million to €38 million in cash, and this, in a very difficult market environment. The ongoing discussions are therefore bearing on the possibility of reducing the cash component of the acquisitions, while continuing to seek strategic and/or financial investors. 

In addition, the Company is examining the possibility of extending the deadline to complete the IBC, which is currently October 31, 2023, pursuant to eureKING's articles of association^[4]. 

If these discussions are unsuccessful, or if it is not possible to extend the deadline for the completion of the IBC beyond October 31, 2023, eureKING will have to submit to its shareholders a vote on its dissolution and implement a liquidation process, as described in its articles of association.

The Company will shortly be informing the market and its shareholders of the outcome of these discussions and, incidentally, the extent to which the combined general meeting of the Company's shareholders convened for October 27, 2023^[5], can be maintained.

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MEDIA CONTACTS

            Image Sept                                                                             

            Leslie Jung-Isenwater / Sergio de la Calle / Florence     

Coupry eureking@image7.fr 

+33 (0)1 53 70 74 70

Disclaimer

On June 6, 2023, J.P. Morgan terminated its association with eureKING and waived any fees and compensation in connection with such association. On the same day, J.P. Morgan also waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in eureKING's initial public offering.

J.P. Morgan has informed eureKING that it is not responsible for any portion hereof.

Important notice

The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

This press release is provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

European Economic Area - France

This press release is not a prospectus but an advertisement provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities by eureKING, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

The securities of eureKING are admitted to trading on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris and are addressed solely to Qualified Investors, as defined in the regulation (EU) 2017/1129 of 14 June 2017 and in accordance with the provisions of Article L. 411-2, 1° of the French Code monétaire et financier.

United Kingdom

This press release does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this press release is for distribution only to and is directed only at (a) “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of U.K. domestic law by virtue of the EUWA which are (b) (i) persons who have professional experience in matters relating to investments falling within the provisions of Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) “high net worth entities”, “unincorporated associations” and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan, Australia or South Africa or any other jurisdiction in violation of the relevant laws of such jurisdiction.

persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on, in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is only available to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.

United States of America

This press release and the information it contains does not, and will not, constitute an offer to the public to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, eureKING securities in the United States or any other jurisdiction where restrictions may apply. 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”), it being specified that the eureKING securities have not been and will not be registered under the Securities Act and eureKING does not intend to register securities or conduct an offer to the public in the United States.

This announcement is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States of America, Canada, Australia, Japan or South Africa.

Public information

Investors should review the risk factors described in eureKING’s prospectus that has been approved by the AMF on May 6, 2023 solely for the purpose of listing of eureKING securities on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris. A copy of the prospectus is available on the AMF’s website at www.amf-france.org and on eureKING’s website at https://eureking.com/wpcontent/uploads/2022/05/eureKING_Prospectus.pdf and may be obtained free of charge from eureKING.

About eureKING 

Founded in March 2022, eureKING is a French SPAC (Special Purpose Acquisition Company) formed with the aim of acquiring European companies in the field of cutting-edge biomanufacturing, with the ambition of creating a leading bio CDMO in Europe capable of meeting the growing outsourcing needs of this industry. eureKING has chosen to focus on three highly specialized and strategic segments of the biopharmaceutical industry: the production of biologics, in particular new generations of monoclonal antibodies or complex proteins, the production of cell and gene therapies and the production of live biotherapeutics (with applications in the microbiome). 

With a €150 million capital raising in May 2022, eureKING is led by an international management team of experienced healthcare industry talent, 100% dedicated to the SPAC project and its development strategy. eureKING is supported by a Board of Directors with complementary pharmaceutical and financial expertise to achieve its goal of developing and promoting the promising biomanufacturing sector in Europe on an international scale.  eureKING is listed on the professional compartment of Euronext Paris since May 12, 2022. 

www.eureking.com