NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
For immediate release
Curetis launches privately placed capital increase to raise up to €18.4 million
- Offering of up to 7,085,546 newly issued ordinary shares without pre-emptive rights to raise up to €18.4 million for Curetis
- Proceeds intended for funding ongoing commercial roll-out of Unyvero in US and EMEA Region, working capital requirements, key R&D programs and for general corporate purposes
This announcement contains inside information within the meaning of Article 7(1) of the Market Abuse Regulation.
Amsterdam, The Netherlands, Holzgerlingen, Germany, and San Diego, USA, November 02, 2018, 08:00 CET - Curetis N.V. (the "Company" and together with its subsidiaries "Curetis"), a developer of next-level molecular diagnostic solutions, today announced its intention to offer up to 7,428,349 newly issued ordinary shares (the "Offer Shares", which term includes the PSOP Offer Shares (as defined below)), which represent up to approximately 45.13% of the current issued share capital of the Company. The offering of the Offer Shares (the "Offering") consists solely of private placements to certain institutional investors in various jurisdictions. Existing shareholders of the Company will not have pre-emptive rights in relation to the Offer Shares.
The offer price per Offer Share (the "Offer Price") is expected to be in the range of €2.00 to €2.60 (inclusive) (the "Offer Price Range"). The Offering will take place during the period commencing at 09:00 Central European Time ("CET") on November 2, 2018 and ending at 15:00 CET on November 7, 2018 (the "Offer Period"), subject to acceleration or extension of the timetable. The Offer Price and the exact number of Offer Shares offered in the Offering will be determined after the end of the Offer Period on the basis of the results of the book-building process and taking into account the quoted share price, market conditions, a qualitative assessment of demand for the Offer Shares and other factors deemed appropriate. The final Offer Price and the exact number of Offer Shares are expected to be announced on November 7, 2018. Allocation is expected to take place on November 7, 2018 and delivery of the Offer Shares is expected for November 9, 2018 (the "Settlement Date"). Prior to allocation, the Offer Price Range and the number of Offer Shares may be changed, however, the Company will not proceed with the Offering if the gross proceeds fall short of €8.0 million.
Assuming the placement of all Offer Shares (excluding the PSOP Offer Shares) and depending on the final Offer Price, the Company expects to raise gross proceeds in the range of approximately €14.2 million to €18.4 million.
The Offer Shares are being offered: (i) within the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A ("Rule 144A") under the US Securities Act of 1933, as amended (the "US Securities Act") and (ii) outside the United States in offshore transactions in reliance on Regulation S under the US Securities Act ("Regulation S").
The Company intends to use the net proceeds from the sale of the Offer Shares (excluding the PSOP Offer Shares) for (i) funding the commercialization of its Unyvero Platform and LRT Application Cartridge in the US, (ii) the expansion of its European commercialization activities, (iii) working capital requirements, (iv) for research and development programs and (v) for general corporate purposes.
As at 30 October 2018, the global installed base of Unyvero A50 Analyzers was 165 and the Company's cash and cash equivalents was €6.7 million (unaudited).
As part of the Offering, the Company intends to issue and sell up to 342,803 Shares (as defined below) in connection with a Phantom Stock Option Incentive Plan (the "PSOP" and such Shares, the "PSOP Offer Shares") that was restructured as part of the Company's initial public offering in 2015 and whose beneficiaries agreed to be settled in shares pursuant to roll-over agreements to effect such restructuring. The PSOP beneficiaries are entitled to an aggregate of 659,237 Shares under the PSOP roll-over agreements. The Company intends to issue and sell 52% of these Shares on behalf of the PSOP beneficiaries to generate funds for beneficiaries' German income tax obligations. The remaining 48% of the Shares (up to 316,434 Shares) will also be issued and delivered to the relevant PSOP beneficiaries.
Subject to acceleration or extension, the timetable below sets forth certain expected key dates for the Offering:
|Event||Time (CET) and date|
|Start of Offer Period||09:00 on November 2, 2018|
|End of Offer Period for institutional investors||15:00 on November 7, 2018|
|Expected pricing and allocation||November 7, 2018|
|First day of trading after close of the Offer Period||November 8, 2018|
|Settlement Date||November 9, 2018|
In light of the Offering timetable, the Company has decided to delay the publication of its 2018 third quarter financial results until November 23, 2018 (seven days later than the originally scheduled release date of November 16, 2018).
The ordinary shares in the capital of the Company, with a nominal value of €0.01 each, ("Shares"), excluding the Offer Shares, are listed and traded under the symbol "CURE" on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. and Euronext in Brussels, a regulated market of Euronext Brussels NV/SA. The ISIN code of the Ordinary Shares is NL0011509294. Application has been made to list the Offer Shares on Euronext in Amsterdam and Euronext in Brussels under the same symbol and with the same ISIN code.
A prospectus (the "Prospectus") relating to the admission to listing and trading on Euronext in Amsterdam and Euronext in Brussels of the Offer Shares as approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM") on November 2, 2018 and dated November 2, 2018 is available on the Curetis website (www.curetis.com/en/investors/offering.html). The Company has requested the AFM to notify its approval to the competent authorities of Belgium.
Baader Bank Aktiengesellschaft is acting as sole global coordinator and sole bookrunner and goetzpartners securities Limited is acting as co-manager and placement agent in the Offering.
Investing in the Offer Shares involves certain risks. A description of these risks, which include risks relating to the business of Curetis, the Shares and the Offering is included in the Prospectus. Any decision to purchase Shares in the Offering should be made solely on the basis of the Prospectus.
Curetis N.V.'s (Euronext: CURE) goal is to become a leading provider of innovative solutions for molecular microbiology diagnostics designed to address the global challenge of detecting severe infectious diseases and identifying antibiotic resistances in hospitalized patients.
Curetis' Unyvero System is a versatile, fast and highly automated molecular diagnostic platform for easy-to-use, cartridge-based solutions for the comprehensive and rapid detection of pathogens and antimicrobial resistance markers in a range of severe infectious disease indications. Results are available within hours, a process that can take days or even weeks if performed with standard diagnostic procedures, thereby facilitating improved patient outcomes, stringent antibiotic stewardship and health-economic benefits. Unyvero in vitro diagnostic (IVD) products are marketed in Europe, the Middle East, Asia and the U.S.
Curetis' wholly owned subsidiary Ares Genetics GmbH offers next-generation solutions for infectious disease diagnostics and therapeutics. The ARES Technology Platform combines the presumably most comprehensive database worldwide on the genetics of antimicrobial resistances, ARESdb, with advanced bioinformatics and artificial intelligence tools.
For further information, please visit www.curetis.com and www.ares-genetics.com.
Important legal information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. These materials are for informational purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, any securities of the Company in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction to whom or in which such offer or solicitation is unlawful and the distribution of this communication in such jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.
The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an exemption from the registration requirements under the Securities Act. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Offer Shares in the United States. The securities referred to herein may not be offered or sold in Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.
The Company has not authorized any offer to the public of shares in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of shares requiring publication of a prospectus in any Relevant Member State. As a result, the Offer Shares may only be offered in Relevant Member States to any legal entity which is a "qualified investor", as defined in the Prospectus Directive; provided that no such offer of Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State or publish a supplement to the prospectus pursuant to Article 16 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
In the United Kingdom, this document and any other materials in relation to the Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of these materials or any other offering or publicity material relating to such Shares in any jurisdiction where action for that purpose is required.
This announcement is not an advertisement within the meaning of the Prospectus Directive and does not constitute a prospectus. The Offering consists solely of private placements to certain institutional investors in various jurisdictions. In relation to the admission to listing and trading on Euronext in Amsterdam and Euronext in Brussels of the Offer Shares, a prospectus as approved by the AFM on November 2, 2018 and dated November 2, 2018 is available on the Curetis website (www.curetis.com/en/investors/offering.html). The Company has requested the AFM to notify its approval to the competent authorities Belgium.
Baader Bank Aktiengesellschaft and goetzpartners securities Limited (the "Managers") are acting exclusively for the Company and no else in connection with the Offering, and each of the Managers will not regard any other person as its client in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Offering or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
This document may contain forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of the Company and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. You can identify forward-looking statements by terms such as "believe", "anticipate", "expect", "estimate", "may", "could", "should", "would", "will", "intend", "plan", the negative of such terms or other similar expressions. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations. Each of the Company and the Managers expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.
All investment is subject to risk. The value of the Offer Shares may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.
Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or South Africa. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law.
International Media & Investor Inquiries
Dr. Ludger Wess / Ines-Regina Buth
Tel. +49 40 88 16 59 64
Tel. +49 30 23 63 27 68
U.S. Media & Investor Inquiries
The Ruth Group
Tel. +1 646 536 7012