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ThromboGenics Completes Private Placement Raising €77.8 million Leuven, Belgium - 29 March 2012 - ThromboGenics NV (NYSE Euronext Brussels: THR), a biopharmaceutical company focused on developing innovative ophthalmic medicines, announces today that it has raised €77.8 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 €24 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."- Ends -
ThromboGenics N.V., Gaston Geenslaan 1, B-3001 Leuven, Belgium tel +32 (0)16 75 13 10 fax +32 (0)16 75 13 11
BTW/VAT BE 0881.620.924, RPR Leuven www.thrombogenics.com
THIS PRESS RELEASE MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. For further information please contact:ThromboGenics NV Dr. Patrik De Haes, CEO Chris Buyse, CFO | Tel: + 32 16 75 13 10 patrik.dehaes@thrombogenics.com 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 |
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 €375 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 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.
ThromboGenics N.V., Gaston Geenslaan 1, B-3001 Leuven, Belgium tel +32 (0)16 75 13 10 fax +32 (0)16 75 13 11
BTW/VAT BE 0881.620.924, RPR Leuven www.thrombogenics.com
THIS PRESS RELEASE MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
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.
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
ThromboGenics N.V., Gaston Geenslaan 1, B-3001 Leuven, Belgium tel +32 (0)16 75 13 10 fax +32 (0)16 75 13 11
BTW/VAT BE 0881.620.924, RPR Leuven www.thrombogenics.com
THIS PRESS RELEASE MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
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.
ThromboGenics N.V., Gaston Geenslaan 1, B-3001 Leuven, Belgium tel +32 (0)16 75 13 10 fax +32 (0)16 75 13 11
BTW/VAT BE 0881.620.924, RPR Leuven www.thrombogenics.com
distributed by | This press release was issued by ThromboGenics NV and was distributed, unedited and unaltered, by noodls on 2012-03-29 15:11:47 PM. The issuer is solely responsible for the accuracy of the information contained therein. |