Oryzon Raises EUR 18 Million through a Private Placement with US and European Investors
BARCELONA, SPAIN--(Marketwired - March 31, 2017) -
THIS PRESS RELEASE IS NOT FOR DIFFUSION, PUBLICATION NOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SAID DISTRIBUTION, PUBLICATION OR DIFFUSION IS UNLAWFUL
THIS PRESS RELEASE IS NOT INTENDED AS AN OFFER AND IS FOR INFORMATIONAL PURPOSES ONLY
Oryzon Genomics, S.A. (MAD: ORY) ("Oryzon " or the "Company "), a public clinical-stage biopharmaceutical company leveraging epigenetics to develop therapies in diseases with strong unmet medical need, today announced the successful completion of a capital increase of 5,693,565 new common shares, with gross proceeds of approximately EUR18.2 million. This represents the maximum capital increase the company could undertake under the current approved resolutions of its General Assembly. The shares were sold at a price of EUR3.20 per share.
The offering included institutional investors specialized in healthcare and life sciences from the US, Spain and rest of Europe. The majority of the funds were raised from international investors, reinforcing and diversifying the Company's shareholder base. The Company intends to use the net proceeds from the capital increase to finance its research and development of clinical pipeline candidates and for working capital and general corporate purposes
"This funding underscores the trust of leading healthcare investors in Oryzon's pipeline and particularly in our program for neurodegenerative diseases that will be ready to start Phase 2 later this year. The positive evolution of our clinical trials and this additional funding strengthens the company to further advance the achievement of significant milestones in the development of our drugs", commented Carlos Buesa, Oryzon's CEO.
Guggenheim Securities, LLC and Bryan, Garnier & Co. acted as joint bookrunners for the International tranche. Solventis AV, S.A., Bankinter, S.A. through Bankinter Securities Sociedad de Valores, S.A. were the coordinators of the Spanish part of the transaction and GVC Gaesco Beka S.V., S.A. acted as placement agent.
Subject to satisfaction of certain customary closing conditions contained in the securities purchase agreements, closing of the transaction including the new shares being admitted to trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, through the Stock Market Interconnection System (Continuous Market) is expected on April 4, 2017.
Oryzon and its directors and executive officers have entered into lock-up agreements ending 90 calendar days after the date hereof, subject to certain customary exceptions.
This announcement does not constitute a prospectus within the meaning of the Prospectus Directive.
Founded in 2000 in Barcelona, Spain, Oryzon (ISIN Code: ES0167733015) is a clinical stage biopharmaceutical company considered as the European champion in Epigenetics. The company has one of the strongest portfolios in the field and a clinical asset already partnered with Roche. Oryzon's LSD1 program is currently covered by + 20 patent families and has rendered two compounds in clinical trials. In addition, Oryzon has ongoing programs for developing inhibitors against other epigenetic targets. The company has a strong technological platform for biomarker identification and performs biomarker and target validation for a variety of malignant and neurodegenerative diseases. Oryzon's strategy is to develop first in class compounds against novel epigenetic targets through Phase II clinical trials, at which point it is decided on a case-by-case basis to either keep the development in-house or to partner or outlicense the compound for late stage development and commercialization. The company has offices in Barcelona and Cambridge, Massachusetts. For more information, visit www.oryzon.com .
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area) (the "Prospectus Directive "), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release. Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of Article 3(2) of the Prospective Directive to the extent they have been transposed by the relevant Member State or, otherwise, in cases not requiring the publication of a prospectus under Article 3(2) of the Prospective Directive and/or the applicable regulations in such Member State.
This press release and the information it contains are being distributed to and are only intended for persons who are (i) outside the United Kingdom, (ii) outside the United States, (iii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order "), (iv) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", "unincorporated associations", etc.) or (v) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii), (iv) (v) together being referred to as "Relevant Persons "). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
This press release is issued pursuant to Rule 135(e) under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act "). This press release and the information it contains do not, and will not, constitute an offer to sell, nor the solicitation of an offer to purchase, securities of Oryzon in the United States of America or any other jurisdiction where restrictions may apply.
The common shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the U.S. Securities Act and applicable state securities law. Oryzon does not intend to register the common shares under the U.S. Securities Act or any state securities laws. Any public offering of securities to be made within the United States will be made by means of a prospectus that may be obtained from the company or selling security holder and that will contain detailed information about the company and management, as well as financial statements. The common shares sold in the placement were offered and sold only to persons (a) reasonably believed to be either (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act or (ii) institutional accredited investors pursuant to Regulation D under the Securities Act or (b) outside the United States of America pursuant to Regulation S under the Securities Act.
Any decision to subscribe for or purchase the common shares or other securities of Oryzon must be made solely based on information publicly available about Oryzon. Such information is not the responsibility of the Placement Agents and has not been independently verified by them.
Forward looking statements
This communication contains forward-looking information and statements about Oryzon, including the anticipated closing of the private placement, admission to trading and commencement of trading of the newly issued shares, amount and use of proceeds from the private placement, statements regarding plans, objectives and expectations with respect to future operations, capital expenditures, synergies, products and services, and statements regarding future performance. Forward-looking statements are statements that are not historical facts and are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates" and similar expressions. Although Oryzon believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Oryzon shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Oryzon, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the documents sent by Oryzon to the ComisiÃ³n Nacional del Mercado de Valores , which are accessible to the public. Forward-looking statements are not guarantees of future performance. The auditors of Oryzon, have not reviewed them. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All subsequent oral or written forward-looking statements attributable to Oryzon or any of its members, directors, officers, employees or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included herein are based on information available to Oryzon on the date hereof. Except as required by applicable law, Oryzon does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release is not an offer of securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of the Company's securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company or the selling security holder, as applicable, that will contain detailed information about the Company and management, as well as financial statements.
The Trout Group
+1 646 378 2932
Patricia Cobo/Luis Rejano
+34 91 564 07 25
Anna K Baran
+44 (0) 752 1083 006
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