Leiden, The Netherlands, 17 May 2017: Pharming Group N.V. (“Pharming” or “the Company”) (EURONEXT: PHARM) today announced that the supervisory board and the management board have jointly decided to withdraw the agenda items related to the Amendment of Pharming’s Articles of Association from the agenda of the AGM scheduled for Wednesday, 24 May 2017 at 14:00 hours.
The proposed amendment of the Articles of Association included the increase of the authorized share capital of the Company by 150,000,000 shares to 950,000,000 shares. The rationale behind the proposed increase of the authorized share capital was to create sufficient shares to enable the Company (i) to meet its reserve obligations in respect of the potential numbers of shares which might be required to convert all convertible bonds and warrants including amortization share payments in respect of the Amortizing Bonds due 2017/2018; (ii) to take advantage of new opportunities for acquisition of additional products, where such new products can be obtained on advantageous terms and (iii) to invest in increasing its own technology and commercialization capabilities to accelerate growth in revenues.
On 15 May Pharming entered into a refinancing agreement with Orbimed Advisors to redeem the Amortizing Bonds due 2017/2018. The refinance of the Company’s debt by means of a 48 months senior secured debt from Orbimed Advisors has enabled the Company to recover 115.0 million shares (net of new warrants), which shares were previously reserved for conversion and/or repayment of the Amortizing Bonds due 2017/2018, and has eliminated the need to repay part of these Bonds in shares at a significant discount to the current market price. More information can be found on Pharming’s website at www.pharming.com .
As a result of the entering into the refinancing agreement and the consequent recovery of the allotted shares, the supervisory board and the management board are of the view that there is no longer a requirement to increase the authorized share capital and have therefore decided to withdraw the agenda items related to the Amendment of Pharming’s Articles of Association (5a and 5b).