Full press release below.
Source: ThromboGenics NV
ThromboGenics Completes Private Placement Raising EUR77.8 Million
LEUVEN, Belgium, March 29, 2012/PRNewswire-FirstCall/ --
ThromboGenics NV (NYSE Euronext Brussels: THR), a biopharmaceutical company focused on developing innovative ophthalmic medicines, announces today that it has raised EUR77.8 million through a private placement via an accelerated bookbuilding procedure announced on Wednesday 28 March 2012 after the market closed.
The private placement has allowed ThromboGenics to place 3,244,675 new shares with a range of domestic and international investors and qualified institutional buyers in the United States at a price of EUR24 per share, a 3.5% discount on the previous closing price. This represents 9.99% of the current number of outstanding shares and will bring the total number of shares after the issue to 35,691,432. The new shares will be admitted to listing on NYSE Euronext Brussels following their issuance, which is expected to take place on 3 April 2012.
The funds will be used by ThromboGenics to:
- execute the U.S. launch and commercialization of ocriplasmin, potentially
the first pharmacological treatment for symptomatic Vitreomacular Adhesion (VMA)
including macular hole;
- fund the clinical development of ocriplasmin for additional indications on a
50:50 basis with Alcon, its commercialization partner for non U.S. markets;
- strengthen its core ophthalmology franchise by in-licensing development-stage
product candidates; and
- for general corporate purposes.
KBC Securities acted as Global Coordinator. KBC Securities, BofA Merrill Lynch and Petercam acted as Joint Bookrunners for the placing.
Dr Patrik De Haes, CEO of ThromboGenics said: "I would like to welcome new investors who participated in this over-subscribed placement, and thank existing shareholders for their continued support of the Company and our ophthalmic-focused strategy. The additional funds that we have raised will allow us to build a first-class U.S. commercial organization ahead of the anticipated launch of ocriplasmin. The potential of ocriplasmin to provide a new treatment paradigm for patients with symptomatic VMA including macular hole has been validated by our recent agreement with Alcon, giving it the commercial rights to this innovative product outside the U.S. The proceeds should also enable us to become a profitable, ophthalmology company that both creates value for our shareholders and brings drugs with significant benefits to patients."
About ThromboGenics
ThromboGenics is a biopharmaceutical company focused on developing and commercializing innovative ophthalmic medicines. The Company's lead product, ocriplasmin, has successfully completed two Phase III clinical trials for the pharmacological treatment of symptomatic Vitreomacular Adhesion (VMA). The MAA for ocriplasmin has been accepted for review in Europe and the BLA will be re-submitted in the U.S. by April 2012. Ocriplasmin is in Phase II clinical development for additional vitreoretinal conditions.
In March 2012, ThromboGenics signed a strategic partnership with Alcon (Novartis) for the commercialization of ocriplasmin outside the United States. Under this agreement, ThromboGenics could receive up to a total of EUR375 million in up-front and milestone payments, plus an attractive level of royalties on Alcon's net sales of ocriplasmin. ThromboGenics and Alcon intend to share the costs equally of developing ocriplasmin for a number of new vireoretinal indications.
ThromboGenics is also developing two novel antibody therapeutics in collaboration with BioInvent International. These are TB-402 (anti-Factor VIII), a long-acting anticoagulant in Phase II, and TB-403 (anti-PlGF), in Phase Ib/II for cancer which has been partnered with Roche.
ThromboGenics is headquartered in Leuven, Belgium. The Company is listed on the NYSE Euronext Brussels exchange under the symbol THR. More information is available at http://www.thrombogenics.com.
Important information about forward-looking statements
This press release is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy shares in the share capital of ThromboGenics NV (the "Company"). This announcement has been issued by and is the sole responsibility of the Company.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other state or jurisdiction into which the same would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
Certain statements in this press release may be considered "forward-looking". Such forward-looking statements are based on current expectations, and, accordingly, entail and are influenced by various risks and uncertainties. These forward-looking statements may be identified by references to strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. The Company therefore cannot provide any assurance that such forward-looking statements will materialize. Additional information concerning risks and uncertainties affecting the business and other factors that could cause actual results to differ materially from any forward-looking statement is contained in the Company's Annual Report. Forward-looking statements speak only as of the date they are made. Each of the Company, KBC Securities NV, Merrill Lynch International and Petercam NV and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Important notices regarding the placing
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. This press release is not an offer of securities for sale into the United States, Canada, Australia or Japan or in any jurisdiction in which such offer or solicitation is unlawful.
The new shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
KBC Securities NV, Merrill Lynch International and Petercam NV, (the "Bookrunners") are acting exclusively for the Company and no-one else in connection with the placing. In addition certain of the Bookrunners or their affiliates may enter into financing arrangements and swaps with investors in connection with which such Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of shares of the Company. They will not regard any other person as their respective clients in relation to the placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of KBC Securities NV, Merrill Lynch International and Petercam NV or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a "Relevant Member State"), an offer to the public of any shares which are the subject of the placing may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in the Relevant Member State: (i) to qualified investors (as defined in the Prospectus Directive or implementing legislation in the Relevant Member State) ("Qualified Investors"); or (ii) to fewer than 100 natural or legal persons (other than Qualified Investors); or (iii) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision and when used elsewhere in this announcement, the expression an "offer of shares to the public", or any similar expression, in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the placing and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" when used in this announcement means Directives 2003/71/EC and 2010/73/EC and includes any relevant implementing measure in each Relevant Member State.
For further information please contact:
ThromboGenics NV
Dr. Patrik De Haes, CEO
Tel: +32-16-75-13-10
patrik.dehaes@thrombogenics.com
Chris Buyse, CFO
Tel: +32-16-75-13-10
chris.buyse@thrombogenics.com
Citigate Dewe Rogerson
David Dible/ Nina Enegren/ Sita Shah
Tel: +44(0)207-638-9571
nina.enegren@citigatedr.co.uk
Source: ThromboGenics NV
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