Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, south africa or Any other jurisdiction in which such release, publication or distribution would be unlawful
Kiadis Pharma launches a private placement of new shares to raise
approximately EUR 25 million
Amsterdam, The Netherlands, May 30, 2019 - Kiadis Pharma N.V. ("Kiadis Pharma" or the "Company") (Euronext Amsterdam and Brussels: KDS), a clinical-stage biopharmaceutical company, today announces the launch of a private placement of new shares to raise approximately EUR 25 million from institutional investors (the "Placing"). Existing shareholders of the Company will not have pre-emptive rights in relation to the new shares to be issued. The new shares will rank pari passu in all respects with the currently issued and outstanding shares of the Company.
Following the Company's announcement on 17 April 2019 of its intention to acquire US-based CytoSen Therapeutics, Inc. ("CytoSen") in an all share deal, Kiadis Pharma intends to use the net proceeds of the Placing to:
Progress Kiadis' ATIR101 development, including the furtherance of Phase III trials, preparing for potential commercialization in Europe, and expanding ATIR manufacturing capacity
Progress CytoSen's pipeline products as well as general corporate purposes and other working capital needs
The new shares will be placed with institutional investors through an accelerated bookbuilding process and the subscription price and the number of shares to be issued in the Placing will be determined through this process. The bookbuilding period for the Placing will commence today with immediate effect and will close at short notice.
In relation to the Placing, the Company has, subject to customary exceptions and to the issuance of shares and granting of options to CytoSen shareholders and options holders pursuant to the CytoSen acquisition agreement, agreed to a lock-up undertaking not to issue further new shares for a period of 90 calendar days after the settlement date. In addition, and also subject to customary exceptions, the largest shareholders of the Company (funds represented by and/or affiliated with Life Sciences Partners and Draper Esprit, together representing 31.5% of the share capital of the Company) as well as all members of the Company's Management Board and Supervisory Board have agreed to a lock-up undertaking for a period of 90 calendar days after the settlement date on future share disposals.
Separately, the majority of the Kiadis Pharma shares issued to the CytoSen shareholders pursuant to the CytoSen acquisition agreement - i.e. the shares issued to CytoSen's Executive Chairman, CEO and founders - will be subject to a lock-up by the Company for a period of two years from closing, with the remainder of the shares subject to a lock-up for 180 days.
The Company will announce the final number of new shares placed and the subscription price in the Placing in a subsequent press release expected to be published before the beginning of trading on Euronext Amsterdam and Brussels on Friday, May 31, 2019.
The new shares will be admitted to trading on Euronext Amsterdam and Euronext Brussels on the basis of a listing prospectus, consisting of a registration document and a securities note, which will submitted to the Netherlands Authority for the Financial Markets (AFM) with a view to receiving its approval on or about Friday May 31, 2019, following which it will be made available free of charge on the Company's website (www.kiadis.com). In view of the bookbuild offering, the Company has posted an unapproved draft version of the registration document on its website.
Jefferies International Limited is acting as Sole Global Coordinator and Joint Bookrunner together with Piper Jaffray & Co, Inc.
Kiadis Pharma raises c.EUR 28 million in a private placement of c.3.7 million new shares
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, south africa or Any other jurisdiction in which such release, publication or distribution would be unlawful
Kiadis Pharma raises c.EUR 28 million in a private placement of c.3.7 million new shares
Amsterdam, The Netherlands, May 31, 2019 - Kiadis Pharma N.V. ("Kiadis Pharma" or the "Company") (Euronext Amsterdam and Brussels: KDS), a clinical-stage biopharmaceutical company, today announces that it has raised gross proceeds of EUR 27.6 million through a private placement of 3,684,200 new shares to institutional investors via an accelerated bookbuilding process as announced on May 30, 2019 (the "Placing"). The Placing was completed at a subscription price of EUR 7.50 per share and represented approximately 15% of the issued share capital of the Company prior to the transaction. The new ordinary shares will rank pari passu in all respects with the currently outstanding shares of the Company and are expected to be listed and traded on Euronext Amsterdam and Euronext Brussels on June 4, 2019. Following the Placing, the issued share capital of the Company will consist of 28,050,942 ordinary shares.
Following the Company's announcement on 17 April 2019 of its intention to acquire US-based CytoSen Therapeutics, Inc. ("CytoSen") in an all share deal, Kiadis Pharma intends to use the net proceeds of the Placing to:
Progress Kiadis' ATIR101 development, including the furtherance of Phase III trials, preparing for potential commercialization in Europe, and expanding ATIR manufacturing capacity
Progress CytoSen's pipeline products as well as general corporate purposes and other working capital needs
The new shares will be admitted to trading on Euronext Amsterdam and Euronext Brussels on the basis of a listing prospectus, consisting of a registration document and a securities note, which will submitted to the Netherlands Authority for the Financial Markets (AFM) with a view to receiving its approval on or about Friday May 31, 2019, following which it will be made available free of charge on the Company's website (www.kiadis.com).
Jefferies International Limited ("Jefferies") acted as Sole Global Coordinator. Jefferies and Piper Jaffray & Co. acted as Joint Bookrunners.
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