Biotie Therapies Corp. ("Biotie" or the "Company"), a specialized drug development company focused on products for neurodegenerative and psychiatric disorders, has decided to increase its proposed U.S. public offering from $50 million to $56 million American Depositary Shares ("ADSs") representing its shares.
The Company announced on June 4, 2015 its proposed U.S. public offering of $50 million. UCB S.A. ("UCB") has since agreed to cover the majority of the underwriters' 30-day option to subscribe for up to an additional 15% of the shares represented by ADSs sold in the U.S. public offering for the sole purpose of covering potential over-allotments (the "Over-allotment Option"). As a result, the Company has decided to increase the offering to $56 million, based on the authorization granted by the Annual General Meeting of shareholders on May 26, 2015. Total proceeds to the Company from the U.S. public offering and the issuance of convertible promissory notes and warrants to certain U.S. investors and certain existing shareholders completed on May 28, 2015 will remain in-line with plans announced at that meeting to raise a total of approximately €95 million. The change in structure will allow the Company to increase the amount of funding raised to fund the Company's phase 3 program for tozadenant without dependence on whether the underwriters exercise the Over-allotment Option.
UCB's shares represent 519,583 ADS out of the potential maximum of 566,688 ADS based on the below prices and assumptions. Biotie will not receive any proceeds from the UCB shares and there will be no change in the number of newly registered shares as a result of the sale of these UCB shares. The offering is expected to be completed by the end of June.
On June 2, 2015, the last reported sale price of Biotie's shares on the NASDAQ OMX Helsinki Ltd. was €0.168 per share, which is equivalent to a price of $14.82 per ADS, assuming an exchange rate of $1.1029 per euro and a share to ADS ratio of 80 to one. Based on these prices and assumptions and excluding the Over-allotment Option, a total of 3,777,919 ADSs would be offered, representing 302,233,506 newly issued shares.
As previously announced, certain of Biotie's existing investors and certain members of its board of directors have indicated an interest in purchasing up to an aggregate of $25 million of ADSs in the U.S. public offering at the public offering price. An updated registration statement relating to the securities to be issued in the offering has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.
This stock exchange release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Turku, June 8, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
Contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
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The Company announced on June 4, 2015 its proposed U.S. public offering of $50 million. UCB S.A. ("UCB") has since agreed to cover the majority of the underwriters' 30-day option to subscribe for up to an additional 15% of the shares represented by ADSs sold in the U.S. public offering for the sole purpose of covering potential over-allotments (the "Over-allotment Option"). As a result, the Company has decided to increase the offering to $56 million, based on the authorization granted by the Annual General Meeting of shareholders on May 26, 2015. Total proceeds to the Company from the U.S. public offering and the issuance of convertible promissory notes and warrants to certain U.S. investors and certain existing shareholders completed on May 28, 2015 will remain in-line with plans announced at that meeting to raise a total of approximately €95 million. The change in structure will allow the Company to increase the amount of funding raised to fund the Company's phase 3 program for tozadenant without dependence on whether the underwriters exercise the Over-allotment Option.
UCB's shares represent 519,583 ADS out of the potential maximum of 566,688 ADS based on the below prices and assumptions. Biotie will not receive any proceeds from the UCB shares and there will be no change in the number of newly registered shares as a result of the sale of these UCB shares. The offering is expected to be completed by the end of June.
On June 2, 2015, the last reported sale price of Biotie's shares on the NASDAQ OMX Helsinki Ltd. was €0.168 per share, which is equivalent to a price of $14.82 per ADS, assuming an exchange rate of $1.1029 per euro and a share to ADS ratio of 80 to one. Based on these prices and assumptions and excluding the Over-allotment Option, a total of 3,777,919 ADSs would be offered, representing 302,233,506 newly issued shares.
As previously announced, certain of Biotie's existing investors and certain members of its board of directors have indicated an interest in purchasing up to an aggregate of $25 million of ADSs in the U.S. public offering at the public offering price. An updated registration statement relating to the securities to be issued in the offering has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.
This stock exchange release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Turku, June 8, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
Contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
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