GENFIT S.A. (Euronext Paris: GNFT – ISIN: FR0004163111) (“Genfit” or the “Company“), a French biopharmaceutical company focused on discovering and developing drug candidates and diagnostic solutions targeting liver diseases, in particular those of metabolic origin, today announced its intention to issue and sell, subject to market and other conditions, 5,000,000 of its ordinary shares in a global offering to specified categories of investors, comprised of an initial public offering of American Depositary Shares (“ADSs“), each representing one ordinary share, in the United States (the “U.S. Offering“), and a concurrent private placement of ordinary shares in Europe (including France) and other countries outside of the United States (the “European Private Placement,” and together with the U.S. Offering, the “Global Offering“).
GENFIT intends to grant the underwriters for the offering (the “Underwriters“) a 30-day option to purchase additional ADSs and/or ordinary shares in an aggregate amount of up to 15% of the total number of ADSs and ordinary shares proposed to be sold in the Global Offering.
All securities to be sold in the Global Offering will be offered by GENFIT. GENFIT’s ordinary shares are listed on Euronext Paris under the symbol “GNFT”. GENFIT has applied to list the ADSs to be sold in the U.S. Offering on the Nasdaq Global Market under the ticker symbol “GNFT”.
SVB Leerink and Barclays are acting as joint global coordinators for the Global Offering and joint bookrunners for the U.S. Offering. Roth Capital Partners and H.C. Wainwright & Co. are acting as co-managers of the U.S. Offering. Bryan, Garnier & Co. Limited and Natixis are acting as joint bookrunners with respect to the European Private Placement.
The offering price per ADS in U.S. dollars and the corresponding offering price per ordinary share in euros, as well as the final number of ADSs and/or ordinary shares sold in the Global Offering, will be determined following a bookbuilding process commencing immediately. The offering price per ADS and per ordinary share will be at least equal to the volume-weighted average price of the Company’s ordinary shares on Euronext Paris during a window of five to 30 consecutive trading days (as decided by the Company) within the 30 trading days preceding the date on which the final offering price is determined, reduced by a maximum discount of 15%.
On an indicative basis, the completion of the Global Offering, assuming the issuance of 5,000,000 ordinary shares (including in the form of ADSs), would result in a dilution of approximately 14% of the Company’s outstanding share capital on a non-diluted basis, and approximately 16% of the Company’s outstanding share capital on a non-diluted basis in the event that the Underwriters exercise in full their option to purchase additional ADSs and/or ordinary shares.
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