Agendia BV Pulls IPO Citing Volatile Conditions
Published: Jun 22, 2011
- Not for release, distribution or publication in whole or in part, directly or indirectly, into or in the United States, Australia, Canada, OR Japan
Agendia (or the "Company"), a commercial-stage molecular cancer diagnostics company, announces the postponement of its Initial Public Offering ("IPO") that was due to price today. Agendia announced its intention to float on 20 May 2011 and started its book building process on 6 June 2011. The timetable has coincided with an extraordinarily volatile period in global capital markets resulting in high levels of uncertainty and volatility that do not meet the existing shareholders' and the Company's desire to achieve a successful IPO with an orderly aftermarket.
Commenting on this announcement, Bernhard Sixt, Agendia's Chief Executive Officer, said: "We are pleased by the response we have received from investors but current volatile and uncertain market conditions do not allow us to launch the transaction and achieve a smooth transition into the public markets. Agendia's product offering is strong and our world-class team will continue to increase the pace of commercial growth as a private company, supported by our existing shareholders who are committed to the successful future growth of the Company. We would like to thank both Dutch and international investors who took the time to meet us and who showed great interest in our company."
Agendia is a commercial-stage molecular diagnostic company focused on the discovery, development and commercialisation of genomic-based diagnostic products to improve the quality of life for cancer patients by providing healthcare professionals with critical information to enable safe and effective personalised treatment. The Company's Symphony™ suite of four complementary breast cancer tests, TargetPrint®, MammaPrint®, BluePrint™ and TheraPrint®, provides a comprehensive support system for oncologists to determine whether a breast cancer patient is likely to benefit from hormonal therapy, chemotherapy or targeted therapies, saving patients from unnecessary treatments and lowering healthcare costs. Agendia's lead test, MammaPrint®, currently the only molecular diagnostic breast cancer recurrence test to receive clearance from the US Food and Drug Administration, gives physicians a tool to clearly and decidedly separate "high" risk from "low" risk recurrence in early stage breast cancer patients, thereby better gauging the "high" risk patients' need for chemotherapy. Agendia is advancing a pipeline of new products, which includes a further extension of its breast cancer suite of tests as well as products for colon cancer and lung cancer. The Company's research and development activities are driven by its deep scientific roots and supported by collaborations with leading academic consortia, cancer centres and pharmaceutical companies.
Agendia was founded in 2003 as a spin-off of the Netherlands Cancer Institute and is based in Amsterdam, the Netherlands, and Irvine, California, United States. For more information, please visit http://www.agendia.com.
This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada or Japan. This announcement does not constitute, or form part of, an offer to sell or a solicitation of any offer to purchase the shares of Agendia (the "Company", and such shares, the "Securities") in the United States, Australia, Canada, Japan or in any other jurisdiction where such offer or sale could be unlawful.
The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. Consequently, the Securities may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Securities is being made in the United States.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. This document is an advertisement and not a prospectus for the purpose of the Prospectus Directive. A prospectus dated 3 June 2011 prepared pursuant to the Prospectus Directive has been published which can be obtained through Agendia.
In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
In connection with the Offering, one of the Underwriters (the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot shares or effect transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final price of the shares is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading of the shares.
The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice.
All investment is subject to risk. The price of the securities offered may fluctuate. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.
Aan de belegging zijn risico's verbonden. De waarde van de aangeboden effecten kan fluctueren. Rendementen uit het verleden zijn geen garantie voor de toekomst. Potentiële beleggers wordt geadviseerd om eerst hun eigen beleggingsadviseur te raadplegen alvorens een beleggingsbesluit te nemen.
For further information, please contact:
Dr. Bernhard Sixt, President & CEO
International media and investor enquiries
Mary-Jane Elliott / Emma Thompson
Tel: +44(0)20-7920-2345, E-mail: firstname.lastname@example.org
Dutch media enquiries
Tel +31(0)20-685-5955, E-mail: email@example.com