April 24, 2018 Source: drugdu 617
Inventiva S.A. ("Inventiva" or the "Company"), a biopharmaceutical company developing innovative therapies in nonalcoholic steatohepatitis (NASH), systemic sclerosis (SSc) and mucopolysaccharidosis (MPS), today announces the successful completion of the issuance of 5,572,500 new ordinary shares without preferential subscription rights (the "New Shares") for a total gross proceeds of approximately €35.5 million by means of a private placement reserved to a specified category of investors as described below (the "Reserved Offering"). The Reserved Offering was conducted by Jefferies International Limited, acting as Global Coordinator and Joint Bookrunner, and Société Générale Corporate & Investment Banking and Gilbert Dupont acting as Joint Bookrunners (together with the Global Coordinator and Joint Bookrunner, the "Managers"). Namsen Capital acted as Inventiva's Capital Markets Advisor.
The Company intends to use the net proceeds from this capital increase as follows:
The net proceeds are expected to provide the Company with a cash runway based on the on-going programmes to mid-2020.
Key upcoming milestones include:
Key characteristics of the offering
The capital increase, authorized by the Board of Directors on 12 April 2018, was reserved for subscription to a specified category of investors as defined in the 15th resolution of the General Shareholders' Meeting of the Company dated 29 May 2017, i.e. (i) a natural or legal person (including companies), trust or investment fund, or other investment vehicle, in any form, established under French or foreign law, which regularly invests in the pharmaceutical, biotechnology and the medical technology sectors; and/or (ii) a company, institution or entity, in any form, French or foreign, exercising a significant part of its activity in the pharmaceutical, cosmetic or chemical sectors or researching in such sectors; and/or (iii) a French or foreign service provider, or any foreign establishment with an equivalent status, likely to guarantee the completion of an issuance intented to be placed with the persons referred to in (i) and/or (ii) above and, in this context, likely to subscribe to the securities issued.
The Company issued 5,572,500 New Shares with a par value of €0.01 at a price of €6.37 per share, including share premium, for a total amount of approximately €35.5 million, representing approximately 33.5% of the share capital of the Company.
Following settlement and delivery of the Reserved Offering, which is expected to occur on or about 17 April 2018, subject to customary conditions, the total issued share capital of the Company will be 22,197,277 shares for a nominal amount of €221,972.77.
The issue price of the New Shares represented a discount of 20% to the 3 day volume weighted average price preceding pricing.
On an illustrative basis, a shareholder holding 1% of the Company's share capital before the issuance and who did not participate in the Reserved Offering will now hold a stake of 0.75% after the transaction.
The fund Sofinnova Crossover I SLP ("Sofinnova") has participated in the Reserved Offering for an amount of € 10 million and, as such, will propose a candidate to be appointed to the board of directors of the Company as outlined in the Company's press release of 12 April 2018.
Commenting on the Reserved Offering, Jacques Theurillat of Sofinnova stated, "Inventiva has the potential to become a global leader in NASH, systemic sclerosis and MPS, diseases with significant unmet need. In addition, Inventiva is an excellent fit with Sofinnova's strategy of investing in innovative products and experienced management."
The Reserved Offering benefited from the support of certain main shareholders of the Company for an amount totalling approximately 43% of the offering in the following proportions:
|
Number of shares |
||
Before Offering |
After Offering |
Subscription |
|
Shareholders > 5% of the share capital as of the launch of the offering and who participated in the Reserved Offering |
|
|
|
BVF Partners L.P. |
1,764,706[1] |
3,334,564 |
1,569,858 |
Novo A/S |
1,176,470 |
1,951,970 |
775,500 |
Other shareholders (employees, officers, members of the board of directors) |
10,519,858 |
10,519,858 |
- |
Sofinnova |
- |
1 569 858 |
1 569 858 |
Others |
3,163,743 |
4,821,027 |
1,657,284 |
Total |
16,624,777 |
22,197,277 |
5,572,500 |
The New Shares bear current dividend eligibility. Application will be made to list the New Shares on the regulated market of Euronext Paris pursuant to a listing prospectus, which will be submitted for the approval of the AMF.
Inventiva will enter into a lock-up agreement ending 90 calendar days after the settlement and delivery of the Reserved Offering, subject to certain customary exceptions including transactions under the existing liquidity agreement entered into with Kepler Cheuvreux on 19 January 2018. Key executives and directors of the Company have also signed lock-up agreements with regard to the Company's shares that they hold, for the same period, subject to certain exceptions including the call option agreements entered into with BVF Partners L.P. and Perceptive Advisors, by which Frédéric Cren and Pierre Broqua agreed to grant a call option on existing shares in the context of the initial public offering of the Company.
Detailed information on the Company relating to its business, results of operations, financial condition and prospects, as well as risk factors related thereto, are included in the 2016 Registration Document (Document de référence) of the Company registered with the French Autorité des Marchés Financiers (the "AMF") on 26 April 2017 under number R.17-025. The 2016 Registration Document can be found, together with other regulated information (including its 2017 audited financial statements), Inventiva's press releases and investors presentation, on Inventiva's website (www.inventivapharma.com). The attention of the public is drawn to the risk factors section presented at section 4 of the 2016 Registration Document. If one or more of such risks were to materialize, this could have a material adverse effect on the business, financial condition or results of the Company or on its ability to meet its targets.
Update of the Company's corporate presentation
An update of the Company's corporate presentation dated 9 April 2018, with a presentation of the Company's activities, including the progress status of preclinical and clinical programs, is now available on the Company's website.
By Ddu
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