26.03.2015 18:00:00
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Adocia to Raise Capital in a Private Placement of New Shares
Regulatory News:
ADOCIA (Paris:ADOC) (Euronext Paris: FR0011184241 - ADOC), the clinical stage biotechnology company that specializes in the development of innovative formulations of already approved therapeutic proteins (the "Company”) today announces the launch of a private placement of new shares directed at institutional investors specializing in healthcare, with the objective of raising up to 9.9% of current capital. The proceeds of the capital increase will allow the Company to fund research and development and general corporate purposes.
The transaction will be completed as a private placement to certain institutional investors in France and internationally. The private placement is being made without pre-emptive rights to Adocia’s existing shareholders pursuant to the authorization granted via the thirteenth resolution of the Shareholders General Meeting of the Company dated June 24, 2014 and in accordance with Article L. 411-2(II) of the French Monetary and Finance Code.
The Private Placement will be conducted by way of an accelerated book-build process, which will begin immediately. The discount of the issue price to the volume weighted average price of the Adocia share on the regulated market of Euronext in Paris over the three trading days before pricing will not exceed 20% in accordance with the fiftieth resolution of the Shareholders General Meeting of the Company dated June 24, 2014.
The timing of the closing of the book, pricing and allocation are at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the book-build has closed. The Company will announce the results of the placement as soon as possible after the closing of the book-building. Application will be made to list the new shares on the regulated market of Euronext in Paris.
As part of the placing agreement, Adocia has agreed to a 180-day lock-up period on future share issuances (including any shares as the case may be issued in connection with licensing, collaboration or M&A transactions), subject to waiver by the Joint Bookrunners and to customary exceptions. In addition, certain directors and members of senior management have agreed to a 90-day lock-up period in relation to shares held by them.
Jefferies International Limited and Leerink Partners LLC are acting as Joint Bookrunners for the private placement. LifeSci Capital LLC is acting as Co-Lead Manager.
The Company draws the public’s attention on the fact that the risk factors related to the Company and its activities have been updated with respect to the version included in the chapter 4 of the reference document registered by the French Autorité des marchés financiers (Financial Markets Authority) on April 24, 2014 under number R14-020. The amended version of such risk factors is available on the Company website at the following address: www.adocia.com, section « A LA UNE/ SPOTLIGHT ».
The private placement is not the subject of a prospectus to be approved by the French Financial Markets Authority (Autorité des marchés financiers).
About Adocia
To be a global leader in the innovative delivery of insulins and therapeutic proteins
ADOCIA is a clinical stage biotechnology company that specializes in the development of innovative formulations of already approved therapeutic proteins. It has a particularly strong expertise in the field of insulins. ADOCIA’s proprietary BioChaperone® technological platform is designed to enhance the effectiveness and safety of therapeutic proteins and their ease of use for patients.
In December 2014, ADOCIA signed a partnership with Eli Lilly for the development and commercialization of its new formulation of insulin lispro, BioChaperone Lispro, previously tested successfully in two phase Ib/IIa studies.
ADOCIA will continue to develop its fast-acting human insulin formulation internally. Two clinical studies are planned over 2015, a post-meal glucose control study with HinsBet U100 and a PK/PD study with HinsBet U500. ADOCIA is also actively continuing the development of its BioChaperone Combo, a unique combination of insulin Glargine, the gold-standard of basal insulin and insulin Lispro, a fast-acting insulin analog. A dose-response clinical study (Phase IIa) is scheduled for the second quarter of 2015.
In addition, ADOCIA launched a phase III clinical study in India on its product based on PDGF-BB for treatment of the diabetic foot ulcer (BioChaperone PDGF-BB) in August 2014.
ADOCIA has extended its activities to the formulation of monoclonal antibodies, which are gold-standard biologics for the treatment of various chronic pathologies (cancer, inflammation, etc.). ADOCIA is engaged in collaborative programs with two major pharmaceutical companies in this field.
Fighting cancer with targeted treatments
DriveIn® is a nanotechnology which is intended to significantly improve delivery of active compounds into cancer cells. This new proprietary platform constitutes an exceptional opportunity to enter the oncology market by improving the efficacy of both already approved treatments and novel proprietary molecules.
« Innovative medicine for everyone, everywhere »
ADOCIA’s therapeutic innovations aim to provide solutions in a profoundly changing global pharmaceutical and economic context, characterized by (i) an increased prevalence and impact of the targeted pathologies, (ii) a growing and ageing population, (iii) a need to control public health expenditures and (iv) an increasing demand from emerging countries.
ADOCIA is listed on the regulated market of Euronext in Paris (ISIN: FR0011184241; Reuters/Bloomberg ticker: ADOC, ADOC.PA, ADOC.FP) and is included in the Next Biotech index.
American Depositary Receipts representing ADOCIA common stock are traded on the US OTC market under the ticker symbol ADOCY.
For more information, visit: www.adocia.com
DISCLAIMER
This press release contains certain forward-looking statements concerning Adocia and its business. Such forward-looking statements are based on assumptions that Adocia considers to be reasonable. However, there can be no assurance that the estimates contained in such forward-looking statements will be verified, which estimates are subject to numerous risks including the risks set forth in the document titled "Risk Factors”, which is available on the Adocia’s website (www.adocia.com section « A LA UNE/ SPOTLIGHT ») and, in particular to the uncertainties linked to research and development, future clinical data and analysis, and to the development of economic conditions, financial markets and the markets in which Adocia operates. The forward-looking statements contained in this press release are also subject to risks not yet known to Adocia or not currently considered material by Adocia. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of Adocia to be materially different from such forward-looking statements.
This announcement is for information purposes only and does not, and shall not, in any circumstances, constitute a public offering by Adocia nor a solicitation of an offer to subscribe for securities in any jurisdiction, including France. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.
The securities referred to herein may not be and will not be offered or sold to the public in France except to qualified investors and/or to a restricted circle of investors, acting for their own account, as defined in, and in accordance with Articles L. 411-2 II and D. 411-1, D411-2, D. 411-4, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code. and cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Monetary and Financial Code.
The distribution of this press release in certain jurisdictions may be restricted by law. No action has been taken by Adocia, Jefferies International Limited, Leerink Partners LLC, LifeSci Capital LLC or any of their respective affiliates that would permit a public offer of the new shares in any jurisdiction where action for that purpose is required.
This press release is not for publication or distribution, directly or indirectly, in the United States, Canada, Australia and Japan. This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for, nor does it constitute an offer to sell, or the solicitation of an offer to buy, in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to its registration or qualification under the laws of such jurisdiction. The new shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act”). The new shares may not be offered or sold in the United States except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the Securities Act. There will be no public offer of securities in the United States.
This press release is not an offer to sell nor a solicitation to buy the new shares nor a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant member state of the European Economic Area and as amended, including by Directive 2010/73/EU, to the extent implemented in the relevant member state, the "Prospectus Directive”). There will be no offer to the public of the new shares in any member state of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the sale of the new shares by the Company. In the European Economic Area the new shares will only be offered and sold to "qualified investors” as defined in the Prospectus Directive or in other circumstances falling within Article 3(2) of the Prospectus Directive.
This press release does not constitute an offer of the new shares to the public in the United Kingdom, nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom. Consequently, this press release is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 as amended (the "Order”); (iii) persons falling within Article 49(2)(a)-(d) of the Order; or (iv) other persons to whom it may be lawfully be communicated, together being referred to as "relevant persons”. The new shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire the new shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This press release does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase the new shares, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding the new shares. An investment decision to buy any of the new shares in the private placement must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by Jefferies International Limited, Leerink Partners LLC, LifeSci Capital LLC or any of their respective affiliates.
Jefferies International Limited, Leerink Partners LLC and LifeSci Capital LLC are acting only for the Company in connection with the private placement and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients of Jefferies International Limited, Leerink Partners LLC or LifeSci Capital LLC nor for providing advice in relation to the offering of new shares mentioned herein.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN AND AUSTRALIA
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