LEIDEN, THE NETHERLANDS--(Marketwire - January 16, 2013) - Biotech company Pharming Group NV
("Pharming" or "the Company") (NYSE Euronext: PHARM) today announced that
it has
entered into a financing of EUR16.35 million (EUR 15.3 million net
proceeds after
subtraction of transaction fees and a 2% issuers discount) by means
of a
convertible bond with a syndicate of existing specialised and
institutional
investors led by Kingsbrook Opportunities Master Fund LP. This
financing is
subject to shareholder approval to be requested at an upcoming
extraordinary
meeting of shareholders on February 28th, 2013 (the "EGM").
The bonds will have a fixed conversion price of EUR0.03. The bonds may be
redeemed
in cash or shares at the option of the Company in seven monthly tranches
between
March and September 2013 and carry a coupon of 8.5% percent per
annum. The
facility will be amortized according to 93.5% of the lowest ten VWAP's
(Volume
Weighted Average Price) over each 20 day pricing period. The investors will
also
be receiving 30% warrant coverage. The warrants will be exercisable for
five
years as of the EGM and have an exercise price of EUR0.03.
The proceeds from this facility, which follows the receipt in November 2012
of a
US$10 million milestone payment from Santarus related to the positive
read out
of the pivotal US Phase III clinical study of RUCONEST®, will further
strengthen
the balance sheet and is foreseen to secure Pharming's cash runway
throughout
the upcoming regulatory approval process in the USA. The submission
of a
Biologics License Application (BLA) for RUCONEST to the FDA is expected
in the
first half of 2013, followed as a next step by the decision of the
FDA on
acceptance of the BLA for the review within 60 days after this
submission, at
which point an additional US$5 million milestone will be payable from
Santarus
to Pharming.
The EGM will be announced on the Company's website later today. At this
EGM, the
Company will request shareholder approval for (i) a 10:1 reverse share
split
followed by (ii) a reduction of the nominal value of the shares from Euro
0.10
to Euro 0.01 and (iii) an increase of the Company's authorized share
capital
from 130 million to 450 million shares following the reverse share split,
such
an amount of authorized shares being able to both cover the facility
and the
warrants and also to re-install an adequate reserve of authorized share
capital.
The Company will issue at closing of the facility, an aggregate of 180
million
shares as down payment to the investors for the first
amortization(s). The
investors will provide the Company with an irrevocable proxy to
support the
proposals at the upcoming EGM. Pharming shall publish a prospectus
on its
website in respect of the listing and trading of these shares, which is
expected
to commence on February 1st, 2013, the day following the record date of
the
EGM.
For as long as the convertible notes are outstanding, the Company will not
call
any additional tranches from the existing Equity Working Capital Facility,
under
which EUR5.1 million additional financing remains available.
Sijmen de Vries, Pharming CEO, said: "We are delighted that we have yet
again
found a committed institution, Kingsbrook, to lead a financing. We believe
that,
in combination with the ongoing reduction of our cost base
through the
downsizing of our infrastructure and organisation and the contingent
milestone
payments from Santarus of up to US$ 25 million associated with the US
regulatory
process, this financing represents a pivotal step forward towards
delivering on
our strategy of transitioning from a research driven cash-consuming
biotech
company to an externally focused, cash generative collaborative
research and
development business."
Roth Capital Partners acted as the lead placement agent to Pharming in
this
transaction.
ENDS
About Pharming Group NV
Pharming Group NV is developing innovative products for the treatment of
unmet
medical needs. RUCONEST® (RHUCIN® in non-European
territories) is a
recombinant human C1 inhibitor approved for the treatment of angioedema
attacks
in patients with HAE in all 27 EU countries plus Norway, Iceland
and
Liechtenstein, and is distributed in the EU by Swedish Orphan
Biovitrum.
Rhucin® is partnered with Santarus Inc (NASDAQ: SNTS) in North
America where
the drug has completed Phase III clinical development. The product is also
being
evaluated for various follow-on indications. Pharming has a unique
GMP
compliant, validated rabbit platform for the production of recombinant
human
proteins that, with the EU approval of Pharming's rhC1 inhibitor, has
proven
capable of producing industrial volumes of high quality recombinant
human
protein in a significantly more economical way through low upfront
capital
investment and manufacturing costs, compared to current cell based
technologies.
Pharming now plans to utilise this platform for the development of
rhFVIII for
the treatment of Haemophilia A.
Additional information is available on the Pharming website,
www.pharming.com.
This press release contains forward looking statements that involve
known and
unknown risks, uncertainties and other factors, which may cause the
actual
results, performance or achievements of the Company to be materially
different
from the results, performance or achievements expressed or implied by
these
forward looking statements.
Press release (PDF):
http://hugin.info/132866/R/1670717/543006.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Pharming Group N.V. via Thomson Reuters ONE
[HUG#1670717]
