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NicOx's successful private placement raises E30 million including a cornerstone investment by the FSI
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(18/11/09 15:36 CET)
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Not for distribution in or into the United States, Canada, Japan or Australia.
This communication is not offering material and is for information purposes only.
NicOx's successful private placement raises E30 million including a cornerstone investment by the FSI
November 18, 2009. Sophia Antipolis, France. www.nicox.com
NicOx S.A. (Euronext Paris: COX) today announced that it has successfully raised E30 million through a private placement to institutional investors, including E20 million subscribed by the Fonds Stratégique d'Investissement (FSI), which will result in the FSI holding a 5.1% stake in the Company following this transaction. The private placement was conducted without preferential subscription rights to institutional investors by way of an accelerated book-building, pursuant to Article L. 411-2-II of the French Code Monétaire et Financier.
Due to strong demand from institutional investors (comprising a mix of existing shareholders and new investors), the book was oversubscribed and the Company decided to offer the maximum number of shares authorized.
Therefore, NicOx placed 4,065,468 shares through the private placement, with the subscription price being set at E7.50 per share, representing a 7.4% discount to the closing price of NicOx on November 17th 2009 (E8.099). The proceeds will be used to support NicOx's goal of developing itself into a fully-integrated specialty pharmaceutical company, with targeted specialty sales operations in the United States, as well as innovative internal research and development programs.
Eric Castaldi, Chief Financial Officer of NicOx, commented, "Today's successful private placement provides strong validation of the commercial potential of naproxcinod and our corporate strategy to build a specialty pharmaceutical company that has the ability to generate significant shareholder value. We are particularly pleased that FSI has decided to use this transaction as an opportunity to become an important NicOx shareholder. We look forward to working together with them and all of our shareholders to achieve our strategic goals."
The FSI (Fonds Stratégique d'Investissement) was a cornerstone investor in the private placement, subscribing to 2,666,666 new shares which correspond to an investment of E20 million. As a result, the FSI will hold 5.1% of the Company's share capital after this capital increase, making the FSI one of NicOx's major shareholders. The FSI is a French corporation owned 51% by the Caisse des Dépôts et Consignations and 49% by the French Government, which has the objective of supporting medium-sized companies that are considered important for the growth and competitive position of the French economy. NicOx has agreed that the FSI will have the right to propose the appointment of a candidate as a new member to NicOx's Board of Directors at the next shareholders' meeting of NicOx.
The new shares represent 8.5% of the Company's total share capital before and 7.8% of the total share capital after this capital increase. The new shares (ISIN: FR0000074130) are immediately fungible and will be listed and tradable on Euronext Paris on the same trading line as the existing shares from November 23rd 2009 onwards. The private placement was managed by Lazard-NATIXIS and UBS Investment Bank.
Today's private placement is the first stage of a planned two-step capital increase. NicOx intends to launch a subsequent rights issue, which will include preferential subscription rights for existing shareholders (including the subscribers to the private placement). The terms and conditions of the planned rights issue shall be described in a prospectus that will be submitted for approval (visa) to the French Autorité des Marchés Financiers (AMF). NicOx's decision to launch the rights issue will be subject to market conditions. The FSI has expressed its intention to subscribe to the rights issue for the full amount of its rights and may subscribe for an additional amount on a reducible basis.
NicOx (Bloomberg: COX:FP, Reuters: NCOX.PA) is a pharmaceutical company focused on the research, development and future commercialization of drug candidates. NicOx is applying its proprietary nitric oxide-donating R&D platform to develop an internal portfolio of New Chemical Entities (NCEs) for the potential treatment of inflammatory, cardio-metabolic and ophthalmological diseases.
NicOx's lead investigational compound is naproxcinod, an NCE and a first-in-class CINOD (Cyclooxygenase-Inhibiting Nitric Oxide-Donating) anti-inflammatory drug candidate for the relief of the signs and symptoms of osteoarthritis. NicOx submitted a New Drug Application (NDA) for naproxcinod to the US Food and Drug Administration (FDA) in September 2009, following the successful completion of three pivotal phase 3 studies. The submission of a Marketing Authorization Application (MAA) to the European Medicines Agency (EMEA) is planned for Q4 2009.
In addition to naproxcinod, NicOx's pipeline includes several nitric oxide-donating NCEs, which are in development internally and with partners, including Merck & Co., Inc., for the treatment of widespread eye diseases, cardiometabolic diseases, hypertension, respiratory disorders and dermatological disease.
NicOx S.A. is headquartered in France and is listed on the Euronext Paris Stock Exchange (Compartment B: Mid Caps).
This press release contains certain forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in the forward-looking statements.
For a discussion of risks and uncertainties which could cause actual results, financial condition, performance or achievements of NicOx S.A. to differ from those contained in the forward-looking statements, please refer to the Risk Factors ("Facteurs de Risque") section of the Document de Reference and its update filed with the AMF, which is available on the AMF website (http://www.amf-france.org) or on NicOx S.A.'s website (http://www.nicox.com).
This announcement does not, and shall not, in any circumstances, constitute a public offering nor an invitation to the public in any jurisdiction in connection with any offer.
This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in France. The securities referred to herein may not be and will not be offered or sold to the public in France except to qualified investors ("investisseurs qualifiés"), acting for their own account, as defined in, and in accordance with Articles L. 411-2 and D. 411-1 to D. 411-3 of the French Monetary and Financial Code.
With respect to the member states of the European Economic Area which have implemented the Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003 (the "Prospectus Directive"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member state. As a result, the securities may not and will not be offered in any relevant member state except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member state, or under any other circumstances which do not require the publication by NicOx S.A. of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member state.
This announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. NicOx S.A. does not intend to register securities or conduct a public offering in the United States.
In the United Kingdom, this document is only being distributed to, and is only directed at, persons that are "qualified investors" within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, this document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
No copy of this announcement has been or should be distributed or sent to the United States, Canada, Japan or Australia.
CONTACTS:
http://www.nicox.com
NicOx:
Karl Hanks Director of Investor Relations and Corporate Communication
Tel +33 (0)4 97 24 53 42 - hanks@nicox.com
Media in Europe - Citigate Dewe Rogerson
David Dible - Tel +44 (0)207 282 2949 - david.dible@citigatedr.co.uk
Nina Enegren - Tel +44 (0)207 282 1050 - nina.enegren@citigatedr.co.uk
Nicolas Castex - Tel +33 (0)1 53 32 78 88 - nicolas.castex@citigate.fr
NicOx S.A.,
Les Taissounières - Bât HB4 - 1681 route des Dolines - BP313, 06906 Sophia Antipolis cedex, France. Tel. +33 (0)4 97 24 53 00 - Fax +33 (0)4 97 24 53 99
Copyright Hugin
The appendixes relating to the press release are available on:
http://www.hugingroup.com/documents_ir/PJ/CO/2009/160596_88_Y17G_PR-ABB-Results-PR-EN.pdf
Information réglementée :
Type : Nouvelle information
Thème(s):
Communiqués au titre de l'obligation d'information permanente - Autres communiqués
This announcement is originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
[CN#160596]
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Bron : NICOX
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Provider : Hugin
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