11/18/2010 7:59:29 AM
Oslo, Norway, November 18, 2010 -- Clavis Pharma ASA (OSE: CLAVIS) (the "Company") today announces that the Company has raised NOK 154 million (equivalent to EUR 19 million) in gross proceeds through a private placement of 4,400,000 new shares, each with a par value of NOK 1.00 at a price of NOK 35.00 per share (the "Private Placement").
The Private Placement took place through a bookbuilding process and was managed by ABG Sundal Collier ASA and Carnegie ASA as joint-lead managers and joint bookrunners. The Private Placement, which represents approximately 17.3% of the current outstanding share capital, was well oversubscribed at the issue price and was supported by existing institutional investors, as well as new institutional investors.
The net proceeds to the Company from the Private Placement will provide financial resources to undertake the following key strategic activities:
i) Obtain key data from clinical studies for lead products:
a. Randomised data from the Phase III CLAVELA study for elacytarabine in late-stage AML patients (data expected mid 2012)
b. Data from the Phase II study for CP-4126 in pancreatic cancer, done in collaboration with Clovis Oncology (data expected mid 2012)
ii) Prepare for filing and commercialisation of elacytarabine
iii) Achieve pre-clinical proof of concept for CP-4200 and start clinical program.
iv) Continue the development of companion diagnostics for hENT1 biomarker in hematological and solid malignancies
v) General corporate activities
Commenting on today's announcement, Olav Hellebø, CEO of Clavis Pharma, said, "We are very pleased to have concluded this fundraising, closely following the signing of an extended partnership deal with Clovis Oncology for CP-4126. Both events demonstrate the confidence investors and partners have in our pipeline and our LVT technology for creating new and improved cancer therapies from existing gold-standard drugs. We believe Clavis Pharma is very well-positioned going into 2011 to generate significant value for shareholders as we deliver a number of key development milestones."
The Private Placement was divided into two tranches; Tranche 1 and Tranche 2. Tranche 1, representing 2,115,000 new shares, has been approved by the board of directors of the Company in accordance with an authorisation given by the General Meeting held on 20 May 2010. The completion of Tranche 2, representing 2,285,000 new shares, is inter alia subject to the approval by an extraordinary general meeting of Clavis Pharma (the "EGM") to be called for as soon as possible. The EGM is expected to be held on or about 9 December 2010.
Notification of allotment and payment instructions for the Tranche 1 shares will be sent to the applicants on or about 18 November 2010 through a notification to be issued by the Managers. The Tranche 1 shares to be issued are expected to be tradable on or about 19 November 2010. Notification of conditional allotment of Tranche 2 shares will be sent to the Applicant on or about 18 November 2010. Subject to approval of Tranche 2 by the EGM, the payment date for the Tranche 2 shares is 10 December 2010. Barring unforeseen circumstances, allocated Tranche 2 shares are expected to be transferred to the applicants' accounts with Verdipapirsentralen ("VPS") on 14 December 2010.
The Board of Directors will propose to the EGM to conduct a subsequent offering of up to 600,000 new shares (corresponding to 13.6% of the Private Placement) at NOK 35.00 per share directed towards shareholders in Clavis Pharma as of 17 November 2010 (as documented by the shareholder register in the VPS as of 22 November 2010) that were not allocated shares in the Private Placement. Consequently, the shares in the Company will trade excluding the right to participate in the subsequent offering from today, 18 November 2010.
The institutional shareholder represented on the Board of Directors of the Company, Braganza AS, was allocated 364,000 new shares. After the completion of the Private Placement Braganza AS will hold 2,426,896 shares, equivalent to 8.15% of the share capital.
For further information on the proposed resolutions to be passed by the EGM, reference is made to a separate announcement to be issued by the Company.
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