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:
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:
Amy Sullivan, SVP, Corporate Affairs
Optimum Strategic Communications:
Mary Clark, Supriya Mathur, Hollie Vile
Tel: +44 203 714 1787
David Brilleslijper (Amsterdam)
Tel: +31 610 942 514
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.
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.
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.
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