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FOR IMMEDIATE RELEASE
GENFIT announces the price of its global offer and its authorization to enter the Nasdaq Global Select market
Lille (France), Cambridge (Mbadachusetts, United States), March 27, 2019 – GENFIT SA (Euronext: GNFT – ISIN: FR0004163111) ("GENFIT"or the"Business"), French biopharmaceutical company specialized in the discovery and development of drug candidates and diagnostic solutions targeting liver diseases, particularly metabolic origin and hepatobiliary diseases, announced today that its global offer would be priced from 6 650 000 investors new ordinary shares, consisting of an offer of 6 150 000 ordinary shares in the form of American Depositary Shares, each representing one common share ("ADS"), At the offer price of $ 20.32 per ADS (the"ADS offer") And a simultaneous private placement of 500,000 ordinary shares in Europe (including France) and in countries other than the United States at the corresponding offer price of € 18.00 per ordinary share (the"European private placement, "And with the ADS offer, the"Global offer"), For total gross proceeds of approximately $ 135.1 million, before deduction of sales charges and accruals by the Company. In addition, GENFIT granted the underwriters the global placement (the "subscribers") A 30-day option to acquire up to 997,500 ADSs and / or additional common shares on the same terms, representing 15% of the ADS and / or common shares to be issued by the Company under the Global Offering ( the"Underwriters option"). All ADS and common shares of the Global Offering are offered by GENFIT.
The ordinary shares of GENFIT are listed on Euronext Paris under the symbol "GNFT". GENFIT's ADSs have been approved for listing on the Nasdaq Global Select Market under the symbol "GNFT" and are expected to begin trading on March 27, 2019.
The 6,650,000 common shares issued under the global offering (including ordinary shares in the form of ADSs) will represent 18% of the total issued share capital of the Company of 37,833,921 common shares (including ordinary shares form of ADS) on a diluted basis following the closing of the global placement. If the Underwriters' Option is exercised in full, the Company will issue a total of 7,647,500 New Shares (including Common Shares in the form of ADS) as part of the Global Offering, representing 20% of the total issued share capital. issued by the company. Company on an undiluted basis.
SVB Leerink and Barclays act as joint global coordinators for the global offer and as publication managers for the ADS offer. Roth Capital Partners and H.C. Wainwright & Co. act as co-managers of the ADS offering. Bryan, Garnier & Co. Limited and Natixis act as publication managers for the European Private Placement.
ADS and / or ordinary shares will be issued by way of a capital increase without preferential subscription rights for shareholders and for the benefit of a specific category of persons within the meaning of Article L.225-138 of the French Commercial Code. . and in accordance with the Seventeenth and Eighteenth Resolutions of the Company's Annual General Meeting of Shareholders held on June 15, 2018. Pursuant to the Shareholders' delegation granted in the seventeenth resolution, the common shares and the ADS can only be purchased initially by industrial or commercial companies. in the pharmaceutical / biotechnology sector or investment fund companies or fund management companies or group savings funds governed by French or foreign law or any other legal person (including a trust) or a natural person, investing in the pharmaceutical / biotechnology sector, who is qualified to invest in a private placement. In order to purchase Common Shares and / or ADS under the Global Offering, potential investors will be required to sign and provide the Underwriters with a letter to investors stating that they meet the above criteria.
The closings of the ADS Offering and the European Private Placement are conditional and are expected to occur concurrently on March 29, 2019, subject to customary closing conditions.
The Company expects to use the net proceeds of the global placement as follows (baduming an exchange rate of $ 1.00 = $ 1.1291, exchange rate of March 26, 2019 published by the European Central Bank):
- approximately 13.3 million euros ($ 15.0 million) to prepare for the potential commercialization of elafibranor in the treatment of non-alcoholic steatohepatitis ("NASH") By building the commercial infrastructure of the Company;
- approximately 44.3 million euros ($ 50.0 million) to complete the current phase 3 clinical development of the elafibranor company for the treatment of NASH until, at least, the filing of a new drug application from the US Food and Drug Administration and the European Medicines Agency. the launch of the Phase 4 clinical trial;
- approximately € 31.0 million ($ 35.0 million) to complete and complete the global phase 3 clinical trial planned by the company on elafibranor for the treatment of primary cholangitis ("PBC");
- approximately 5.3 million euros ($ 6.0 million) to advance the commercial development of the company's in vitro diagnostic system ("IVD") Test to identify NASH patients at the launch of LDT and completion of the work required to obtain regulatory approval of its in vitro diagnostic kit;
- approximately 5.3 million euros ($ 6.0 million) to advance the company's research program on the use of elafibranor as a potential pillar of combination therapies for the launch of two validation studies the concept; and
- the rest for working capital and for the general needs of the company.
A registration statement relating to these securities, including a prospectus, has been declared effective by the US Securities and Exchange Commission ("SECOND") March 26, 2019. Copies of the final prospectus relating to and describing the terms of the Global Offering may be obtained from SVB Leerink LLC, attention of the Department of the Union, One Federal Street, 37th Floor, Boston 02110, or by phone at (800) 808-7525 extension 6132 or by email at [email protected]; or Barclays Capital Inc., c / o Broadridge Financial Solutions, Attention: Prospectus, 1155 Long Island Avenue, Edgewood, NY 11717, or by phone at (888) 603-5847 or e-mail at barclaysprospectus @ broadridge.com.
An application for listing the new ordinary shares to be issued in the European Private Placement and the common shares underlying the ADSs of the ADS offer on the regulated market of Euronext Paris under the terms of the. a listing prospectus submitted for a visa application to the Autorité des Marchés Financiers ("AMF") and including the 2018 Registration Document (Registration Document) of the Company registered with the AMF on February 27, 2019 under D. 19-0078 and a Securities Note, including a summary of the prospectus. Copies of the 2018 Registration Document are available free of charge at the company's head office located at Eurasanté Park, 885, avenue Eugène Avinée, 59120 Loos, France, on the company's website (www.genfit.com) and on the website of the company. # 39; AMF. (www.amf-france.org).
This press release does not constitute an offer to sell or a solicitation of an offer to purchase securities, or an offer, solicitation or sale in any jurisdiction where such an offer, solicitation or sale would be unlawful prior to its registration or its qualification under the securities laws of that jurisdiction.
ABOUT GENFIT
GENFIT is a biopharmaceutical company specializing in the discovery and development of drug candidates and diagnostic solutions targeting liver diseases, in particular of metabolic origin, and hepatobiliary diseases. GENFIT concentrates its R & D efforts in areas where medical needs are not met, which corresponds to a lack of approved treatments. GENFIT's leading proprietary compound, elafibranor, is a candidate drug undergoing evaluation in one of the world's most advanced phase 3 studies (RESOLVE-IT) in NASH, considered by Regulatory authorities as a medical emergency because it is silent, with potentially serious consequences. and with an increasing prevalence. Elafibranor also achieved preliminary positive results in a Phase 2 clinical trial of CBP, a serious chronic liver disease. As part of its overall approach to the clinical management of NASH patients, GENFIT is conducting an ambitious discovery and development program aimed at providing patients and physicians with a blood test for the diagnosis of NASH, that is, no invasive and easy to access. . Based in Lille, Paris (France) and Cambridge (Mbadachusetts) (USA), the company employs approximately 150 people. GENFIT is a public company listed in Compartment B of the Euronext regulated market in Paris (Euronext: GNFT – ISIN: FR0004163111).
PROSPECTIVE STATEMENT / DISCLAIMER
This press release contains certain forward-looking statements with respect to the closing of the Global Offering and GENFIT's intended use of the proceeds of the Global Offering. While the Company believes that its expectations are based on reasonable badumptions, such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed in forward-looking statements, whether implied or projected by these last. These risks and uncertainties include, among other things, the uncertainties inherent in research and development, including the safety, biomarkers, progress and results of its ongoing and planned clinical trials, as well as reviews and approvals. of its drug and diagnostic candidates and the Company's continued ability to raise capital to finance its development, as well as the risks and uncertainties evoked or identified in the Company's public documents filed with the AMF, including including those listed in Section 4, "Principal Risks and Uncertainties" of the Company's 2018 Reference Document. filed with the Autorité des marchés financiers on February 27, 2019 under number D.19-0078, available on the GENFIT website (www.genfit.com) and on the AMF website (www. .amf-france.org). ). Except as required by applicable law, the Company badumes no obligation to update or revise any forward-looking information or statements. This press release and the information it contains do not constitute an offer to sell or a solicitation of an offer to buy or subscribe to GENFIT shares in any country. This press release has been prepared in both French and English. In case of discrepancy between the two texts, the French version will replace.
CONTACT
GENFIT | investors
Naomi EICHENBAUM – Investor Relations | Phone: +1 (617) 714 5252 | [email protected]
PRESS RELATIONS | Media
Hélène LAVIN – Press relations | Tel: +333 2016 4000 | [email protected]
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos – FRANCE | +333 2016 4000 | www.genfit.com
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27.03.2019 – PR GENFIT – Price of IPOs
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