Erytech to Raise Approximately € 25.4 Million in a Private Placement of Ordinary Shares to European and U.S. Institutional Investors
ERYTECH Pharma (Paris:ERYP) (ADR:EYRYY) (Euronext Paris - ERYP), the French biopharmaceutical company that develops innovative ‘tumor starvation’ treatments for acute leukemia and other oncology indications with unmet medical needs (the "Company"), today announces the pricing of a private placement of 940,000 ordinary shares to qualified investors in the United States and Europe for a total amount subscribed of approximately € 25.4 million. This private placement was conducted by Jefferies International Limited, Leerink Partners LLC and Bryan Garnier & Co. Limited, acting as placement agents and LifeSci Capital LLC, acting as co-manager.
The Company intends to use the proceeds from the private placement in order to fund the following initiatives in accordance with the progress of the development of its product candidates:
- the continued clinical development of its ERY-ASP/GRASPA specifically (i) for the treatment of acute lymphoblastic leukemia (ALL) as a first-line therapy in Europe and the United States, and (ii) for the treatment of Non-Hodgkin lymphoma;
- the development of new product candidates, including (i) the Phase I clinical trial of its product candidate, ERY-MET, and (ii) the incubation of its tumor vaccination program, ERY-VAX; and
- the development of its ERYCAPS platform technology and other pre-clinical development programs.
The Company intends to use the remainder of the funds for working capital and other general corporate purposes.
“We are pleased with the successful completion of this placement ,” commented Gil Beyen, Chairman and CEO of ERYTECH Pharma. “The proceeds of this financing will allow us to expand our key clinical and preclinical programs, including the launch of global pivotal trials with our lead product candidate ERY-ASP/GRASPA as a first-line treatment for ALL, to extend the label for, and to target the U.S. market. This capital increase, which has strengthened our base of investors in the United States, is also consistent with our overall financing strategy, which continues to include a potential registered initial public offering of our securities in the U.S., as we previously announced in July ”.
Terms of the share capital increase
The Company placed 940,000 new shares with a par value of € 0.10, at a price of € 27.00 per share, including share premium, for a total amount subscribed of approximately € 25.4 million, representing approximatively 14% of the share capital of the Company.
The share capital increase of the Company was carried out by issuing ordinary shares without preferential subscription rights by private placement amongst qualified investors in accordance with Article L. 411-2 II of the French Monetary and Financial Code (Code monétaire et financier ).
The capital increase transaction was authorized on October 29, 2015 by the Company’s Board of Directors and implemented by decisions of the Board of Directors dated December 2, 2015 and decisions of the Chairman and CEO dated December 3, 2015 pursuant to the delegation granted by the 15th and 19th resolutions of the Company’s Combined General Meeting of Shareholders held on June 23, 2015. The issue price of the new shares represented a discount of 3.1% from the closing price on December 2, 2015, and 4.8% from the weighted average share price of the Company’s shares on the regulated market of Euronext Paris during the three trading days preceding the determination of the issue price.
On an illustrative basis, a shareholder holding 1% of the Company's share capital before the issuance will now hold a stake of 0.88% after the transaction.
Admission of the new shares
Settlement and delivery of the new shares is scheduled to occur on December 7, 2015. The new shares carry dividend rights and will be admitted to trading on the Euronext Paris under ISIN FR0011471135 - ERYP.
For this purpose, a prospectus including the 2014 Reference Document of the Company (document de référence ) registered with the Autorité des Marchés Financiers ("AMF ") on June 4, 2015 with the number R.15-0048 (the "Reference Document "), the update (actualisation ) of the Reference Document, a securities note (note d'opération ) and a summary of the prospectus will be subject to visa application with the AMF.
Following the settlement and delivery of the private placement, the share capital of the Company will be composed of 7,849,531 shares.
The Company has agreed not to issue new shares for a period of 90 calendar days after the date of settlement and delivery, subject to certain customary exceptions. Key executives, directors and certain executive managers of the Company have also signed lock-up agreements with regard to the Company's shares that they hold, for the same period, subject to certain customary exceptions.
Information available to the public
Detailed information regarding the Company, including on its business, financial information, results and related risk factors are contained in the Reference Document which can be accessed, together with other regulated information and all of the Company's press releases, on the Company's website (http://erytech.com ) and AMF (www.amf-france.org ), and is available free of charge, upon request, at the headquarters of the Company located at 60 Avenue Rockefeller, Bâtiment Adénine – 69008 Lyon, France.
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to solicit the interest of the public in France, the United States, or in any other jurisdiction, in connection with any offer.
This press release contains certain forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in such forward-looking statements. For a discussion of risks and uncertainties which could cause the Company's actual results, financial condition, performance or achievements to differ from forward-looking statements, please refer to the Risk Factors section of the Company’s Reference Document which is available on the AMF website ( www.amf-france.org ) and on the Company's website ( http://erytech.com ).
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the “Prospectus Directive ”).
With respect to the member States of the European Economic Area which have implemented the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State. As a result, the securities may not and will not be offered in any relevant member State except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member State, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.
This document does not constitute an offer to the public in France and the securities referred to in this document can only be offered or sold in France pursuant to article L. 411-2-II of the French Monetary and Financial Code to (i) providers of third party portfolio management investment services, (ii) qualified investors (investisseurs qualifiés) acting for their own account and/or (iii) a limited group of investors (cercle restreint d’investisseurs) acting for their own account, all as defined in and in accordance with articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 and D. 754-1 and D. 764-1 of the French Monetary and Financial Code.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons ”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This document may not be distributed, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale or the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. The securities offered in the private placement have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act ”) and may not be offered or sold in the United States absent registration, or an applicable exemption from registration requirements under the Securities Act. The Company does not intend to make a public offering of these securities in the United States.
Jefferies, Leerink, Bryan Garnier and LifeSci are acting for the Company and for no-one else in relation to the placing, and will not be responsible to any other person for providing the protections afforded to their clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies, Leerink, Bryan Garnier and LifeSci or by any of their affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
THIS DOCUMENT MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY
IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Chairman and CEO
Eric Soyer , +33 4 78 74 44 38
CFO and COO
Julien Perez/ Emmanuel Huynh
Nicolas Merigeau , +33 1 44 71 98 52
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