Royalty Financing with HCRx: GENFIT Announces Approval of the
Amendment of the Terms and Conditions of its 2025 OCEANEs
- All resolutions approved by bondholders
- Closing of Royalty Financing and receipt of first €130
million instalment expected shortly
- Upon closing of the Royalty Financing, GENFIT will
implement the Repurchase of the 2025 OCEANEs and pay the Consent
Fee
Lille (France), Cambridge
(Massachusetts, United States), Zurich (Switzerland), March 10,
2025 - GENFIT (Nasdaq and Euronext:
GNFT), a biopharmaceutical company dedicated to improving
the lives of patients with rare and life-threatening liver diseases
(the “Company”), today announces the results of
the bondholders’ vote at the general meeting of the 2025 OCEANEs
holders which took place this Monday, March 10, 2025 at 2:30pm
(Paris time): all resolutions proposed by the Company were
approved.
General meeting of the 2025 OCEANEs
holders
The terms and conditions of the 2025 OCEANEs
contained a negative pledge clause which limited the ability of the
Company to grant security interests to its creditors upon its
present or future assets or revenues. The closing of the royalty
financing with HCRx (the “Royalty Financing”),
which was signed and announced by GENFIT on January 30, 2025, was
subject to approval of 2025 OCEANEs bondholders of an amendment to
this negative pledge clause, allowing for the grant of the security
interest contemplated in the Royalty Financing documentation, and
other customary closing conditions.
All resolutions proposed by the Company to the
bondholders were approved unanimously, at 100% of the votes cast,
with a quorum of 95.79%.
The Company can therefore move forward with
preparation for the closing of the Royalty Financing, which will be
announced in a subsequent press release.
The result of the vote resolution by resolution
is available on the website of the Company
(https://ir.genfit.com/financials/General-Meeting).
Implementation of the
Repurchase
As announced on February 10, 2025 and February
14, 2025, the Company proposed to all of the 2025 OCEANEs holders
to enter into a Put Option Agreement, pursuant to which the Company
unconditionally and irrevocably undertook to repurchase the 2025
OCEANEs of such holder at a price of EUR 32.75 per bond, subject to
approval by the general meeting of the 2025 OCEANEs holders of the
amendment of the terms and conditions of the 2025 OCEANEs and the
closing of the Royalty Financing (the
“Repurchase”). Holders have until March 19, 2025
to exercise this option.
The settlement of the Repurchase is expected to occur on March 26,
2025. The repurchased 2025 OCEANEs will be canceled by the
Company.
Payment of the Consent Fee
The Company also undertook, subject to the
approval of the amendment of the terms and conditions of the 2025
OCEANEs and the closing of the Royalty Financing, to pay a consent
fee (the “Consent Fee”) of EUR 0.90 to the holders of 2025 OCEANEs
still outstanding after cancellation of the repurchased 2025
OCEANEs. The Consent Fee will only be paid after the Repurchase has
taken place. The 2025 OCEANEs that have been bought back by the
Company as part of the Repurchase (or that have been converted
prior to 5:00 p.m. (Paris time) on the date falling 2 business days
prior to the date of payment of the Consent Fee) will thus not
receive the Consent Fee.
The payment of the Consent Fee is expected to
occur on April 14, 2025.
Anticipated Calendar of
Events
|
March 19, 2025 |
Deadline for relevant 2025 OCEANEs holders to exercise their put
option under the Put Option Agreements
|
|
March 26, 2025 |
Repurchase settlement date
|
|
April 14, 2025 |
Payment of the Consent Fee |
ABOUT GENFIT
GENFIT is a biopharmaceutical company committed
to improving the lives of patients with rare, life-threatening
liver diseases whose medical needs remain largely unmet. GENFIT is
a pioneer in liver disease research and development with a rich
history and a solid scientific heritage spanning more than two
decades. Today, GENFIT has built up a diversified and rapidly
expanding R&D portfolio of programs at various stages of
development. The Company focuses on Acute-on-Chronic Liver Failure
(ACLF). Its ACLF franchise includes five assets under development:
VS-01, NTZ, SRT-015, CLM-022 and VS-02-HE, based on complementary
mechanisms of action using different routes of administration.
Other assets target other serious diseases, such as
cholangiocarcinoma (CCA), urea cycle disorder (UCD) and organic
acidemia (OA). GENFIT's expertise in the development of
high-potential molecules from early to advanced stages, and in
pre-commercialization, was demonstrated in the accelerated approval
of Iqirvo® (elafibranor1) by the U.S. Food and Drug
Administration, the European Medicines Agency and the Medicines and
Healthcare Regulatory Agency in the UK for Primary Biliary
Cholangitis (PBC). Beyond therapies, GENFIT also has a diagnostic
franchise including NIS2+® in Metabolic dysfunction-associated
steatohepatitis (MASH, formerly known as NASH for non-alcoholic
steatohepatitis) and TS-01 focusing on blood ammonia levels. GENFIT
is headquartered in Lille, France and has offices in Paris
(France), Zurich (Switzerland) and Cambridge, MA (USA). The Company
is listed on the Nasdaq Global Select Market and on the Euronext
regulated market in Paris, Compartment B (Nasdaq and Euronext:
GNFT). In 2021, Ipsen became one of GENFIT's largest shareholders,
acquiring an 8% stake in the Company's capital. www.genfit.com
FORWARD LOOKING STATEMENTS
This press release contains certain
forward-looking statements, including those within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect
to GENFIT, including, but not limited to statements about the
closing of the Royalty Financing and its implementation, and the
implementation calendar of the OCEANEs 2025 Repurchase. The use of
certain words, such as "believe", "potential", "expect", “target”,
“may”, “will”, "should", "could", "if" and similar expressions, is
intended to identify forward-looking statements. Although the
Company believes its expectations are based on the current
expectations and reasonable assumptions of the Company’s
management, these forward-looking statements are subject to
numerous known and unknown risks and uncertainties, which could
cause actual results to differ materially from those expressed in,
or implied or projected by, the forward-looking statements. These
risks and uncertainties include, among others, the uncertainties
inherent in research and development, including in relation to
safety of drug candidates, cost of, progression of, and results
from, our ongoing and planned clinical trials, review and approvals
by regulatory authorities in the United States, Europe and
worldwide, of our drug and diagnostic candidates, pricing, approval
and commercial success of elafibranor in the relevant
jurisdictions, exchange rate fluctuations, and our continued
ability to raise capital to fund our development, as well as those
risks and uncertainties discussed or identified in the Company’s
public filings with the AMF, including those listed in Chapter 2
"Risk Factors and Internal Control" of the Company's 2023 Universal
Registration Document filed on April 5, 2024 (no. D.24-0246) with
the Autorité des marchés financiers ("AMF"), which is
available on GENFIT's website (www.genfit.fr) and the AMF's website
(www.amf.org), and those discussed in the public documents and
reports filed with the U.S. Securities and Exchange Commission
("SEC"), including the Company’s 2023 Annual Report on Form 20-F
filed with the SEC on April 5, 2024, the Half-Year Business and
Financial Report dated September 19, 2024 and subsequent filings
and reports filed with the AMF or SEC or otherwise made public, by
the Company. In addition, even if the results, performance,
financial position and liquidity of the Company and the development
of the industry in which it operates are consistent with such
forward-looking statements, they may not be predictive of results
or developments in future periods. These forward-looking statements
speak only as of the date of publication of this press release.
Other than as required by applicable law, the Company does not
undertake any obligation to update or revise any forward-looking
information or statements, whether as a result of new information,
future events or otherwise.
CONTACTS
GENFIT | Investors
Tel: +33 3 2016 4000 | investors@genfit.com
GENFIT | Media
Stephanie Boyer – Press relations | Tel: +333 2016 4000 |
stephanie.boyer@genfit.com
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos -
FRANCE | +333 2016 4000 | www.genfit.com
1 Elafibranor is marketed and commercialized in the U.S by Ipsen
under the trademark Iqirvo®.
- Royalty Financing with HCRx: GENFIT Announces Approval of the
Amendment of the Terms and Conditions of its 2025 OCEANEs
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