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Curetis raises €8.9 million through private placements
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 raises €8.9 million through private placements
- Placed 4,450,000 new shares priced at €2.00 per share
- Company to reassess priorities and allocation of funds
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 7, 2018, 18:50 CET - Curetis N.V. (the "Company" and together with its subsidiaries "Curetis"), a developer of next-level molecular diagnostic solutions, today announced the completion of the private placements to institutional investors, which were launched on November 2, 2018 (the "Offering").
- Placed 4,450,000 new ordinary shares in private placements with institutional investors in Europe and the U.S.;
- Offer priced at €2.00 per share;
- Gross proceeds of €8.9 million, resulting in additional available funds for the Company of approximately €7.3 million;
- In light of the lower than expected gross proceeds, the Company will be reassessing its strategic priorities and allocation of funds for (i) commercialization of its Unyvero Platform and LRT Application Cartridge in the U.S., (ii) its European commercialization activities, (iii) working capital requirements, (iv) research and development programs and (v) general corporate purposes;
- First trading of the new ordinary shares expected on November 8, 2018.
"While we are pleased that we could price the offering and place a significant number of shares with existing and high-quality new institutional investors, current capital market conditions did not allow us to place the full number of shares," said Oliver Schacht, PhD, CEO of Curetis. "With the proceeds we raised from this offering, we will now be reassessing the priorities and allocation of funds in terms of the best use of proceeds. We will inform our shareholders on such priorities as well as any potentially required changes to our guidance in due course. We also continue to work with our supervisory board to assess all strategic options and operational requirements to secure appropriate funding and cash for continued operations for at least the next 12 months."
In the Offering, 4,450,000 newly issued ordinary shares (the "Offer Shares"), which represent approximately 27% of the current issued share capital of the Company, were placed with institutional investors in Europe and the U.S. (including certain existing shareholders).
The Offer Shares were placed at a price of €2.00 per Share, raising gross proceeds for the Company of €8.9 million. After deducting the estimated expenses, commissions and taxes related to the Offering of €2.5 million of which €0.9 million have already been paid, the Company expects to receive approximately €7.3 million in additional available funds. In connection with the Offering, the Company has agreed to be subject to a lock-up for a period of 180 days following the Settlement Date (as defined below), subject to certain customary exceptions.
The Company intends to use the proceeds from the sale of the Offer Shares for (i) funding the commercialization of its Unyvero Platform and LRT Application Cartridge in the U.S., (ii) the expansion of its European commercialization activities, (iii) working capital requirements, (iv) research and development programs and (v) for general corporate purposes but will re-assess the priorities and allocation of proceeds to fund these in the light of the lower than expected proceeds from this offering.
The delivery of the Offer Shares is expected on November 9, 2018 (the "Settlement Date").
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, and have the ISIN code NL0011509294. The Offer Shares will be listed on Euronext in Amsterdam and Euronext in Brussels under the same symbol and with the same ISIN code.
As a result of the Offering and the placements of new Shares, the total number of issued and outstanding Shares will increase from 16,458,802 to 20,908,802.
A prospectus (the "Prospectus") relating to the admission to listing and trading on Euronext in Amsterdam and Euronext in Brussels of the Offer Shares was approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM") on November 2, 2018, and dated November 2, 2018, and is available on the Curetis website (www.curetis.com/en/investors/offering.html). At the Company's request, the AFM has notified its approval of the Prospectus to the competent authorities in Belgium.
Baader Bank Aktiengesellschaft acted as sole global coordinator and sole bookrunner and goetzpartners securities Limited acted as co-manager and placement agent in the Offering.
This press release also serves as the pricing statement in relation to the Offering and has been filed with the AFM. This press release is also available on Curetis' website (www.curetis.com/en/investors/offering.html) and therefore also subject to applicable securities law restrictions.
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.
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 US 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). At the Company's request, the AFM has notified its approval of the Prospectus to the competent authorities in 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