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.
For more
information, please contact:
Kiadis Pharma:
Amy Sullivan, SVP, Corporate Affairs
Tel. +1-508-479-3480
a.sullivan@kiadis.com |
Optimum Strategic Communications:
Mary Clark, Supriya Mathur, Hollie Vile
Tel: +44 203 714 1787
David Brilleslijper (Amsterdam)
Tel: +31 610 942 514
kiadis@optimumcomms.com
|
About Kiadis
Pharma
Founded in 1997, Kiadis Pharma, is a fully integrated
biopharmaceutical company committed to developing innovative
therapies for patients with late-stage blood cancers. With
headquarters in Amsterdam, the Netherlands, Kiadis Pharma is
reimagining medicine by leveraging the natural strengths of
humanity and our collective immune system to source the best cells
for life.
Kiadis Pharma is listed on the regulated market of
Euronext Amsterdam and Euronext Brussels since July 2, 2015, under
the symbol KDS. Learn more at kiadis.com.
About ATIR101
ATIR101TM is an
investigational allodepleted T-cell immunotherapy product
candidate, which is designed to be given after a haploidentical
(genetically half-matched) hematopoietic stem cell transplantation
(HSCT).
Administered as an adjunctive immunotherapeutic on
top of HSCT, ATIR101 provides a single dose donor lymphocyte
infusion (DLI) with functional, mature immune cells from a
haploidentical family member. The T-cells in ATIR101 will help
fight infections and remaining tumor cells, until the immune system
has fully re-grown from stem cells in the transplanted graft.
In ATIR101, T-cells that would cause GVHD are
depleted from the donor lymphocytes, using our photodepletion
technology. At the same time, ATIR101 contains potential
cancer-killing T-cells from the donor that could eliminate residual
cancer cells and help prevent relapse of the disease.
Important
Notices
This announcement is not for distribution, directly or indirectly,
in whole or in part, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, Japan, South Africa or
any other jurisdiction where to do so might constitute a violation
or breach of any applicable law or regulation. This announcement is
not a prospectus for the purposes of the Prospectus Directive (as
defined below). This announcement 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 securities
of Company in the United States, Australia, Canada, Japan, South
Africa or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of such jurisdiction, and the distribution of this
communication in jurisdictions may be similarly restricted. This
announcement should not be regarded as an opinion or recommendation
concerning the purchase or sale of securities of the Company.
Persons into whose possession this communication comes should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdictions.
The securities mentioned herein
have not been and will not be registered under the US Securities
Act of 1933, as amended (the "US Securities Act"), and may not be
offered or sold in the United States absent registration under the
US Securities Act or an available exemption from, or transaction
not subject to, the registration requirements of the US Securities
Act. There will be no public offering of securities in the United
States.
In the United Kingdom this
announcement is only being distributed to, and is only directed at,
and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in
only with, qualified investors as defined in the Prospectus
Directive who are (i) investment professionals falling with Article
19(5) of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or
(iii) other persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should
not take any action on the basis of this announcement and should
not act or rely on it.
The Company has not authorized any
offer to the public of securities in any Member State of the
European Economic Area. With respect to any Member State of the
European Economic Area and which has implemented the Prospectus
Directive (each a "Relevant Member State"), no action has been
undertaken or will be undertaken to make an offer to the public of
securities requiring publication of a prospectus in any Relevant
Member State. As a result, the securities may only be offered in
Relevant Member States (i) to any legal entity which is a qualified
investor as defined in the Prospectus Directive; or (ii) in any
other circumstances falling within Article 3(2) of the Prospectus
Directive. For the purpose of this paragraph, the expression "offer
of securities to the public" means the communication in any form
and by any means of sufficient information on the terms of the
offer and the securities to be offered so as to enable the investor
to decide to exercise, purchase or subscribe for the securities, as
the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State
and the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including Directive 2010/73/EU,
to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member
State. Notwithstanding the foregoing, in the Netherlands the shares
are not and may not be offered other than to persons or entities
who or which are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of
the Dutch Financial Supervision Act (Wet op het
financieel toezicht) and in Belgium the shares may not be
offered other than to persons or entities who or which are
qualified investors as defined in Article 10§1 of the Belgian law
dated 16 June 2006 (Wet op de openbare aanbieding
van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde
markt).
Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to the Company and the new
shares to be placed. The information contained in this announcement
is for background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness.
This announcement does not purport
to identify or suggest the risks (direct or indirect) which may be
associated with an investment in the Company or the new shares.
The new shares shall be admitted
to listing and trading on Euronext Amsterdam and Euronext
Brussels.
In connection with any offering of
the new shares, each of Jefferies International Limited
("Jefferies") and Piper Jaffray & Co, Inc. ("Piper Jaffray"), (and together
with Jefferies and Piper Jaffray, the "Banks") and any of their
respective affiliates acting as an investor for their own account
may take up as a proprietary position any new shares and in that
capacity may retain, purchase or sell for their own account such
new shares. In addition, any of them or their respective affiliates
may enter into financing arrangements and swaps with investors in
connection with which that any of them (or their affiliates) may
from time to time acquire, hold or dispose of new shares. None of
the Banks or any of their respective affiliates intends to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
None of the Banks or any of their
respective affiliates, directors, officers, employees, advisers and
agents accepts any responsibility or liability whatsoever for/or
makes any representation or warranty, express or implied, as to the
truth, fullness, accuracy or completeness of the information in
this document (or whether any information has been omitted from the
document) or any other information relating to the Company or its
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 document or its
contents or otherwise arising in connection therewith.
None of the Company, the Banks or
any of their respective affiliates, directors, officers, employees,
agents, affiliates or advisers is under any obligation to update,
complete, revise or keep current the information contained in this
document to which it relates or to provide the recipient of with
access to any additional information that may arise in connection
with it.
Jefferies is authorised and
regulated in the United Kingdom by the Financial Conduct Authority.
Each of the Banks is acting exclusively for the Company and no one
else in connection with this announcement or any future transaction
in connection with it. None of the Banks or any of their respective
affiliates will regard any other person (whether or not a recipient
of this document) as a client or will be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for the giving of advice in relation to the contents
of this announcement or any transaction, matter or arrangement
referred to in this announcement.
Solely for purposes of the product
governance requirements contained in: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended ("MIFID II"); (b)
sections 9 and 10 of the Commission Delegated Directive (EU)
2017/593 supplementing MIFID II; and (c) local implementing
measures (together, the "MIFID II PGR"), and disclaiming any all
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MIFID II PGR) may
otherwise have with respect thereto, the shares to be placed (the
"Placing Shares") have been subject to a product approval process
(the "TMA"), which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients, eligible
counterparties and retail parties, each as defined in MIFID II; and
(ii) eligible for distribution through all distribution channels as
are permitted by MIFID II. Notwithstanding the TMA, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The TMA is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offering. For
the avoidance of doubt, the TMA does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MIFID II; or (b) a recommendation to any investor or group of
investors or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the offering of Placing
Shares (the "Offering"). Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
The Company's managing director
and CEO Arthur Lahr is responsible for arranging for the release of
this announcement on behalf of Kiadis Pharma N.V.
This announcement contains
statements about the Company that are or may be forward-looking
statements. All statements other than statements of historical
facts included in this announcement may be forward-looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects" or words or terms of similar substance or
the negative thereof are forward-looking statements. These
forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person to
be materially different from any results, performance or
achievements expressed or implied by such forward-looking
statements. These forward-looking statements are based on numerous
assumptions. No undue reliance should be placed on any
forward-looking statement, which speak only as of the date they
were made. All subsequent oral or written forward-looking
statements attributable to the Company or any persons acting on
their behalf are expressly qualified in their entirety by this
statement.
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Kiadis Pharma N. V. via Globenewswire