GENFIT SA (Euronext: 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, and hepatobiliary diseases, today announced the pricing of its global offering to specified categories of investors of an aggregate of 6,650,000 new ordinary shares, comprising an offer of 6,150,000 ordinary shares in the form of American Depositary Shares, each representing one ordinary share (“ADSs”), at an offering price of $20.32 per ADS (the “ADS Offering”) and a concurrent private placement of 500,000 ordinary shares in Europe (including France) and other countries outside of the United States at the corresponding offering price of €18.00 per ordinary share (the “European Private Placement,” and together with the ADS Offering, the “Global Offering”), for aggregate gross proceeds of approximately $135.1 million before deducting underwriting commissions and expenses payable by the Company. In addition, GENFIThas granted the underwriters for the Global Offering (the “Underwriters”) a 30-day option to purchase up to 997,500 additional ADSs and/or ordinary shares on the same terms and conditions, representing 15% of the ADSs and/or ordinary shares to be issued by the Company in the Global Offering (the “Underwriters’ Option”). All of the ADSs and ordinary shares in the Global Offering are being offered by GENFIT.
GENFIT’s ordinary shares are listed on Euronext Paris under the symbol “GNFT”. GENFIT’s ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol “GNFT” and are expected to begin trading on March 27, 2019.
The 6,650,000 ordinary shares issued in the Global Offering (including ordinary shares in the form of ADSs) will represent 18% of the total issued share capital of the Company of 37,833,921 ordinary shares (including ordinary shares in the form of ADSs) on a non-diluted basis following the closing of the Global Offering. In the event the Underwriters’ Option is exercised in full, the Company will issue a total of 7,647,500 new shares (including ordinary shares in the form of ADSs) in the Global Offering, which would represent 20% of the total issued share capital of the Company on a non-diluted basis.
SVB Leerink and Barclays are acting as joint global coordinators for the Global Offering and joint bookrunners for the ADS Offering. Roth Capital Partners and H.C. Wainwright & Co. are acting as co- managers of the ADS Offering. Bryan, Garnier & Co. Limitedand Natixis are acting as joint bookrunners with respect to the European Private Placement.
The ADSs and/or ordinary shares will be issued through a capital increase without shareholders’ preferential subscription rights and for the benefit of a specified category of persons within the meaning of Article L.225-138 of the French Commercial Code (Code de commerce) and pursuant to the seventeenth and eighteenth resolutions of the Company’s combined general shareholders’ meeting held on June 15, 2018. Under the authority granted by the shareholders in the seventeenth resolution, the ordinary shares and ADSs may only be purchased initially by industrial or commercial companies in the pharmaceutical/biotech sector or investment fund companies or fund management companies or collective savings managing funds governed by French or foreign law or any other legal entity (including a trust) or natural person, investing in the pharmaceutical/biotech sector, that is qualified to invest in a private placement. In order to purchase ordinary shares and/or ADSs in the Global Offering, potential investors will be required to execute and provide to the Underwriters an investor letter representing that they satisfy the foregoing investor criteria.
The closings of the ADS Offering and the European Private Placement are conditioned on each other and are expected to occur simultaneously on March 29, 2019, subject to customary closing conditions.
The Company expects to use the net proceeds from the Global Offering as follows (assuming an exchange rate of €1.00 = $1.1291, the exchange rate on March 26, 2019as published by the European Central Bank):
- approximately €13.3 million ($15.0 million) to prepare for the potential commercialization of elafibranor in nonalcoholic steatohepatitis (“NASH”) by building out the Company’s commercial infrastructure;
- approximately €44.3 million ($50.0 million) to complete the Company’s ongoing Phase 3 clinical development of elafibranor for the treatment of NASH through to, at least, the submission of a new drug application to the U.S. Food and Drug Administration and the European Medicines Agency and the launch of the Phase 4 clinical trial;
- approximately €31.0 million ($35.0 million) to conduct and complete the Company’s planned global Phase 3 clinical trial of elafibranor for the treatment of primary biliary cholangitis (“PBC”);
- approximately €5.3 million ($6.0 million) to advance the commercial development of the Company’s in vitro diagnostic (“IVD”) test to identify NASH patients through the launch of the LDT and completion of the work required to obtain regulatory approval for its IVD kit;
- approximately €5.3 million ($6.0 million) to advance the Company’s research program on the use of elafibranor as a potential backbone for combination therapies in order to launch two proof-of-concept studies; and
- the remainder for working capital and for general corporate purposes.
No comments:
Post a Comment
Note: Only a member of this blog may post a comment.