Alcon Completes Majority Acquisition of Aurion Biotech, Founder Ousted Amid IPO Dispute

Mar 28, 2025 18:51 CST Updated 18:51

Aurion Biotech

Developer of Advanced Therapies for Eye Diseases

March 26,Ophthalmology giant Alcon announces successful completion of the acquisition of a majority stake in Aurion Biotech and appoints former Chief Scientific Officer Arnaud Lacoste as CEO, replacing founder Greg Kunst.

After the acquisition is completed, Aurion Biotech will continue to operate independently, with Elcon providing R&D, regulatory, and commercialization support to accelerate the advancement of AURN001, the world’s first corneal allogeneic cell therapy, into Phase III clinical trials by 2025.

The year-long equity dispute seems to have come to an end.

The dispute originated from differences over the IPO plan.

Aurion is a clinical-stage biotechnology company focused on cell therapy for corneal endothelial diseases., its core product AURN001 is currently in Phase III clinical trials, aimed at treating corneal edema, a condition that is currently mainly addressed through invasive specialist surgeries. Alcon, through its subsidiary Alcon Research, holds shares in Aurion.

The conflict between the two parties stems from differing opinions on Aurion's IPO plans.In June 2024, the Aurion board voted to move forward with an IPO and established a special committee to handle related negotiations. However, Alcon, as a shareholder, opposed the plan, claiming its rights were being infringed.

Alcon filed a lawsuit on October 28, claiming that its rights as an investor were infringed by Aurion's IPO plans (including a reverse stock split) and sought to block the IPO through legal means.

In the same month, Alcon increased its stake to over 40% by acquiring shares from other shareholders and claimed that, as the largest shareholder, it should have veto power over the IPO. However, Aurion believed no such consent was necessary.

In January 2025, the Delaware court ruled that Aurion Biotech could proceed with a reverse stock split without Elcon's consent (a key step for IPO), but supported Elcon's exercise of full equity voting rights. Elcon subsequently filed an appeal.

On February 14, 2025, Elcon acquired a majority voting interest in Aurion Biotech through the purchase of shares from the Petrichor fund and reconstituted the board to hold 3/6 seats.

At the same time, Deerfield Management, the second largest shareholder holding 34% of Aurion's equity, as a key investor, has filed a lawsuit against Elcon to block Elcon's "hostile takeover," claiming that Elcon obstructed the IPO through board manipulation.

Deerfield and Henan Elcon Technology Co., Ltd. both participated in the $120 million Series C financing of Aurion Biotech led by Deerfield in 2022.

It is reported that Alcon has replaced a board member with its nominee, and coincidentally, another director resigned unexpectedly. If these changes are deemed valid, Alcon will occupy three out of the six seats on the board, essentially creating a deadlock in the IPO voting process.

Court documents show that on the same day, Thomas Frinzi, executive chairman of Aurion's board, resigned. Petrichor and Elcon replaced a director nominated by Petrichor with a candidate designated by Elcon, resulting in Elcon occupying three of the six seats on the board.

Currently, the court has not yet made a ruling on Deerfield's allegations.

Commercialization Prospects

Elcon solidifies its leadership in the ophthalmic biopharmaceutical field by acquiring Aurion Biotech and gaining access to innovative cell therapy technology.

Aurion Biotech's Vyznova Receives PMDA Approval in March 2023 for Treating Bullous Keratopathy, Becoming the World’s First Approved Allogeneic Cell Therapy.

This therapy extracts healthy endothelial cells from a single donor cornea using proprietary culture technology, capable of treating over 100 patient eyes, achieving corneal repair through anterior chamber injection.

AURN001 is an iterative product of Vyznova, incorporating the ROCK inhibitor Y-27632 to enhance cell colonization efficiency. In June 2024, AURN001 received dual designations from the U.S. FDA as a Breakthrough Therapy (BTD) and Regenerative Medicine Advanced Therapy (RMAT) for the treatment of corneal edema secondary to corneal endothelial disease.

Elcon's increased investment in Aurion Biotech aims to strengthen its layout in the field of ophthalmic regenerative medicine.

This game-theory event reflects the typical contradiction between innovation and capital in the biotechnology industry. It not only demonstrates the strategic need for large pharmaceutical companies to supplement their product pipelines through mergers and acquisitions but also reveals the deep conflict between early investors and management over control of the company.

Deerfield declined to comment on the impact of Alcon's newly acquired majority stake in Aurion on recent litigation. As of press time, Aurion has not responded to media requests for comment.

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