Amsterdam, The Netherlands, July 1, 2015 – Kiadis Pharma N.V. (“Kiadis Pharma” or the “Company”), a clinical stage biopharmaceutical company developing innovative cell-based immunotherapy treatments, announces today that its ordinary shares (the “Shares”) offered in its Initial Public Offering for listing on Euronext Amsterdam and Euronext Brussels (the “IPO” or the “Offering”) have been priced at EUR 12.50 per Share.
Kiadis Pharma will issue 2,613,636 new Shares, including Shares resulting from the full exercise of the increase option. The offer price is set at EUR 12.50 per Share, and taking into account the offer price and the prior existing shares, the Company will have a market capitalization of EUR 166.4m upon listing. The gross proceeds for the Company amount to approximately EUR 32.7m.
Additionally, an over-allotment option to issue up to 392,045 additional Shares at the offer price, the equivalent of approximately EUR 4.9m, has been granted to the Sole Global Coordinator on behalf of the Underwriters, to cover short positions resulting from any over- allotments made in connection with the Offering and to cover stabilisation transactions (if any) (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the total gross proceeds will amount to approximately EUR 37.6m.
The book was well subscribed with demand from both generalist and specialist investors from The Netherlands, Belgium, France, the United Kingdom, Scandinavia and the United States. A total of 599,235 Shares was allocated to retail investors from the Netherlands and Belgium, representing approximately 20% of the total Offering.
Kiadis Pharma will be listed on Euronext Amsterdam and Euronext Brussels and trading is expected to commence tomorrow, 2 July 2015 (the “Listing Date”), under the ticker symbol “KDS”.
Manfred Rüdiger, PhD, Chief Executive Officer of Kiadis Pharma, commented: “We are very excited to be listed on Euronext Amsterdam and Euronext Brussels. This successful Initial Public Offering will allow us to progress our clinical trials of ATIRTM101 and help bring our potentially life-saving therapies to the market as soon as possible for the thousands of blood cancer and inherited blood disorder patients who are in such desperate need of a transplant.”
“We would like to take this opportunity to thank our existing investors for their continued support and to welcome our new investors. We are looking forward to progressing the Company and its product candidates with their support.”
Mark Wegter, Chairman of the Supervisory board of Kiadis Pharma, commented: “The success of this IPO and the strong interest generated from both institutional and retail investors highlights the potential of ATIRTM and emphasizes the belief investors have in the Company. There is such a clear need for a product like ATIRTM and this successful fundraise will allow us to continue its development. We are looking forward to this next exciting phase in the Company’s development.”
Results of the Offering
- The offer price for the Offering is set at EUR 12.50 per Share, applying to both retail and institutional investors.
- The total number of Shares issued amounts to 2,613,636 Shares, including 340,909 Shares resulting from the full exercise of the increase option. In addition, up to 392,045 Shares may be issued following the exercise of the Over-Allotment Option. The Over-Allotment Option is exercisable within 30 calendar days after the Listing Date.
- Retail investors have been allocated approximately 20% of the total number of allocated Shares. Retail investors have been allocated 70% of their requested Shares.
- As a result of this IPO, Kiadis Pharma has raised approximately EUR 32.7m in gross proceeds. Together with the existing shares, the number of outstanding shares (before the exercise of the Over-Allotment Option) amounts to 13,308,144, representing a market capitalization of approximately EUR 166.4m at listing.
- Certain existing shareholders of the Company and new investor Nyenburgh Investment Partners committed to subscribe in the Offering for a total amount of EUR 12m and will be allocated all of the Shares that they committed to subscribe for, representing 959,997 Shares. The Company’s existing shareholders that as at the date of the prospectus held 3% or more of the shares outstanding at that time, will have the following holdings as at the Listing Date:
|Shares owned as of the Listing Date|
|Esprit Nominees Limited Lenildis Holding B.V.||3,073,050|
|Lenildis Holding B.V.||1,967,694|
|Life Sciences Partners B.V.||1,598,195|
|Life Sciences Partners II B.V.||1,196,723|
|Alta Partners VIII||858,562|
|Quest for Growth N.V.||508,799|
- Trading of Kiadis Pharma’s Shares on the regulated markets of Euronext Amsterdam and Euronext Brussels under the ticker symbol “KDS” is expected to commence tomorrow, 2 July 2015 on a “if-and-when-issued” basis. Payment and delivery of the Shares is expected to occur on Friday, 3 July 2015.
- Kempen & Co acted as Sole Global Coordinator and Kempen & Co and KBC Securities together acted as Joint Bookrunners. Peel Hunt was appointed as Co-Manager. Kempen & Co, KBC Securities and Peel Hunt are jointly the Underwriters. Kempen & Co also acts as the stabilisation, listing and paying agent with respect to the Shares on Euronext Amsterdam and Euronext Brussels.
- The Company anticipates to use the net proceeds of the Offering for inter alia the further clinical development of ATIRTM101, an exploratory clinical trial with ATIRTM201, production process optimisation and automation, working capital needs and general corporate purposes.
- This press release also serves as the pricing statement relating to the Offering and has been filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”). This press release is also available on the Kiadis Pharma website (www.kiadis.com).
In connection with the Offering, Kempen & Co, as the “Stabilisation Agent”, or any of its agents, on behalf of the Underwriters may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilisation Agent will not be required to enter into such transactions and such transactions may be effected on any securities market, over-the- counter market, stock exchange (including Euronext Amsterdam and Euronext Brussels) or otherwise and may be undertaken at any time during the period commencing on the Listing Date and ending no later than 30 calendar days thereafter. The Stabilisation Agent or any of its agents will not be obligated to effect stabilising transactions, and there will be no assurance that stabilising transactions will be undertaken. Such stabilising transactions, if commenced, may be discontinued at any time without prior notice. Save as required by law or regulation, neither the Stabilisation Agent nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions under the Offering. The Stabilisation Agent may, for purposes of stabilising transactions, over-allot Shares up to a maximum of 15% of the total number of Shares sold in the Offering.
Kiadis Pharma has published a prospectus relating to the Offering and the listing of the Shares on Euronext Amsterdam and Euronext Brussels dated 16 June 2015 (the “Prospectus”). The Prospectus constitutes a prospectus for the purposes of article 3 of the Directive 2003/71/EC as amended (the “Prospectus Directive”) and has been prepared pursuant to article 5:2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder. The Prospectus has been approved by and filed with the AFM and is notified to the Belgian Financial Services and Markets Authority (the “FSMA”)for passporting in accordance with article 18 of the Prospectus Directive. The Prospectus includes a section entitled “3. Risk Factors” and prospective investors should carefully consider the risks described in this section prior to making an investment decision. The Prospectus is available on Kiadis Pharma’s website: www.kiadis.com/ipo and on the websites www.kbc.be/kiadis, www.kbcsecurities.be and www.bolero.be/nl/kiadis.
About Kiadis Pharma
Kiadis Pharma is a clinical stage biopharmaceutical company focused on research, development and future commercialisation of cell-based immunotherapy products for the treatment of blood cancers and inherited blood disorders. The Company believes that its innovative products have the potential to address the current risks and limitations connected with allogeneic hematopoietic stem cell transplantation (HSCT). Although currently not a viable option for many patients, HSCT is generally regarded as the most effective curative approach to blood cancers and certain inherited blood disorders. The Company expects that HSCT could become a first-choice treatment for blood cancers and inherited blood disorders once current risks and limitations are addressed, thereby meeting a significant unmet medical need with its products.
Currently, ATIRTM101 is being tested in an open-label Phase II trial in patients with blood cancer who have not found a matching donor and where a partially matched (haploidentical) family member is used as donor for HSCT.
Kiadis Pharma is supported by a group of leading international investors including LSP, Alta Partners, Draper Esprit (formerly DFJ Esprit), Quest for Growth, MedSciences Capital and NOM. Kiadis Pharma is based in Amsterdam, the Netherlands. Further information can be found at: www.Kiadis.com
Manfred Rüdiger, CEO Kiadis Pharma
Tel. +31 20 314 02 50 communication@Kiadis.com
International Media and Investor Contact:
Mary-Jane Elliott, Jessica Hodgson, Lindsey Neville, Hendrik Thys Consilium Strategic Communications
Tel: +44 (0) 203 709 5708
Ian Bickerton, Christa Nooitgedagt HuijskensBickerton
Tel. +31 (0) 20 685 5955 firstname.lastname@example.org
Important Legal Information
Not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States or the District of Columbia), Australia, Canada, Japan or South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement is not a prospectus and does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
This communication is not an offer to sell or a solicitation of any offer to buy the securities of Kiadis Pharma N.V. (the “Company”, and such securities the “Securities”) in the United States or in any other jurisdiction.
The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of Securities of the Company is being made in the United States.
This announcement does not constitute a prospectus. The offer to acquire securities pursuant to the proposed offering has been made, and any investor should make his investment, solely on the basis of information that is contained in the prospectus that has been made generally available in the Netherlands and Belgium in connection with such offering. Copies of the prospectus may be obtained at no cost through the Company’s website www.kiadis.com/ipo and on the websites www.kbc.be/kiadis, www.kbcsecurities.be and www.bolero.be/nl/kiadis.
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