Leiden, The Netherlands, 21 November 2016: Pharming Group N.V. (“Pharming” or “the Company”) (Euronext Amsterdam: PHARM) announces its financing plans to enable the completion of the acquisition of the North American commercialization rights to RUCONEST® from Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) (“Valeant”), as announced on 9 August 2016.
Highlights
1 for 7 Rights Issue of 58,943,624 shares to raise approximately €12.1 million to existing shareholders
Board of Management to take up their full allotments under the Rights Issue
New $40 million (€37.7 million) straight debt facility from existing lender Silicon Valley Bank and from Kreos Capital V (UK) Ltd Fund
All remaining funding (€62.0 million) from two new convertible bonds with conversion at premiums of between 25% and 32% to the 20 Day Volume Weighted Average Price
Total Funds to be raised in the funding arrangements amount to €111.8 million, resulting in €85 million after transaction costs, fees and repayment of the US$17 million existing debt (€16.2 million)
Net Funds raised (€85 Million) are for payment of the acquisition of the North American commercialisation rights for RUCONEST of US$60 million (€56.7 million) and a total of €28.3 million for additional marketing and sales investments for RUCONEST both in the USA and in the EU.
Total shares issued now will be limited to 58,943,750
Pharming announces that it has agreed terms with investors for a series of financing transactions which, upon closing, will raise €111.8 million gross, or €85 million after payment of transaction costs, fees and repayment of existing debt. This set of funding transactions will enable the Company to meet the upfront payment and complete its acquisition of the North American commercialization rights to RUCONEST® from Valeant Pharmaceuticals International, Inc. (NYSE/TRX: VRX) (“Valeant”), and to accelerate the development of sales of RUCONEST® in North America. This acquisition transaction will be completed as soon as sufficient of the instruments have closed to enable the Company to do so. This is currently expected to be prior to the closing of the Rights Offer.
The financing will comprise of four elements, which are described further below. With the exception of the rights issue, the terms shown below are subject to final changes as the full documentation is completed. These descriptions show the terms as currently agreed. These elements are as follows:
A new 8% straight debt facility of $40 million (€37.7 million) (or €35.9 million net of costs and liquidity retentions) from existing lender Silicon Valley Bank and new lender Kreos Capital V (UK) Ltd. The existing facility with Silicon Valley Bank and Oxford Finance LLC will be repaid in full in accordance with its terms;
A rights issue offering existing shareholders the chance to subscribe for one new ordinary share for every seven shares they hold at the record date, expected to be 22 November 2016, at a price of €0.205 per share (the “Rights Price”), which represents a discount of 10% to the 20-day volume-weighted average price to 18 November 2016; the last business day before the anticipated approval of the prospectus, of €0.227 (the “VWAP”). The Rights Issue is expected to raise approximately €12.1 million (or €11.3 million net of costs) if all the rights are taken up. Interest has been received from investors to support the Rights Issue by acquiring shares for which shareholders have not exercised their rights at the end of the exercise period.
A 5 year 8.5% redeemable convertible bond (the “Ordinary Bond”) to raise approximately €17.0 million (or €16.2 million net of costs) if all current prospective investors who have expressed firm interest take up their allocations. The Ordinary Bond is convertible into shares at a price of €0.284 (the “Conversion Price”), which represents a premium of 25% to the VWAP and a premium of 38.5% to the Rights Price. Interest will be paid on the Ordinary Bond at a rate of 8.5% per annum. Ordinary Bond investors will also receive warrants to subscribe for Pharming shares at a premium strike price equivalent to the Conversion Price.
An 18 month zero interest redeemable convertible bond (the “Amortizing Bond”) expected to raise approximately €45.0 million (or €37.8 million net of costs) if all current prospective investors who have expressed firm interest take up their allocations. The Company has entered into a non- binding term sheet with a lead investor for the Amortizing Bond and has sufficient interest to complete this bond, although the precise terms may change prior to execution. The Amortizing Bond is currently convertible into shares at a price of €0.30, which represents a premium of 32% to the VWAP and a premium of 46% to the Rights Price. The Amortizing Bond will be repaid by the Company in 16 equal monthly instalments, in cash or shares at the discretion of the Company, starting after two months following closing. After the initial 2 months without repayments, the first 3 instalments are due to be paid entirely in cash. Amortizing Bond investors will also receive warrants to subscribe for Pharming shares at a premium strike price equivalent to the Conversion Price.
The overall result of the Rights Issue, the new debt facility and the Convertible Bonds, if the current agreed terms are finally confirmed is that the Company will issue 58,943,624 new shares, and will reserve the rest of its authorized share capital against conversion of the Bonds and exercise of the warrants.
As the balance of the unreserved authorized share capital is not quite sufficient to ensure delivery in the unlikely event that all warrants, options and convertible bonds were converted immediately following the transaction, the Board of Management have pledged all of their unissued options and warrants for the Company to use for such delivery. The Board of Management will not benefit in any way from this pledge.
Sijmen de Vries, CEO of Pharming:
“I am absolutely delighted to be able to confirm that, subject to final documentation, we have secured good terms on new financing instruments with first class investors looking to support Pharming over the long term in its new growth phase. As promised, we are offering all new equity being issued to existing shareholders first. I and my colleagues on the Board of Management intend to take up our entire allotment of rights to subscribe for new shares, to have a stake in what promises to be a very exciting and successful phase of growth for Pharming after we close this transformational acquisition.
About the Ordinary Bonds
The draft terms for the Ordinary Bonds are as follows. The Ordinary Bonds will have a fixed term of 5 years unless previously converted or redeemed, and carry a fixed coupon of 8.5% per annum (payable semi-annually) and are convertible at the option of the holder during an exercise period, expected to begin shortly after issue and to end shortly before the 5 year maturity date, into 58,859,154 shares at a conversion price of €0.284 per share, i.e. a price representing a premium of 25% to the VWAP or 38.5% to the Rights Price. The Ordinary Bonds are redeemable at the Company’s option at par value after 3 years, if the volume weighted average price of the shares at the time is above the price which means that the Ordinary Bonds, if converted into Shares, would be worth 30% more than their par value. The holders may elect to convert their Ordinary Bonds. The holders may request redemption at par of any unredeemed or unconverted Bonds on maturity after 5 years. The Ordinary Bonds are not guaranteed nor secured. The Ordinary Bondholders will receive 20% warrant coverage in the 2016 Warrants entitling them to subscribe for 11,971,831 Shares at a warrant strike price of €0.284, i.e. a price representing a premium of 25% to the VWAP or 38.5% to the Issue Price.
About the Amortizing Bonds
The Company has entered into a term sheet with a lead investor to take all of The Amortizing Bonds on the following main terms. The Amortizing Bonds have a maturity of 18 months, and carry no coupon, although there is a fee payable to the holders taking up the bonds upon closing of €5.0 million. The bonds are convertible at the option of the holder within 18 months from issue at a conversion price of the lower of a premium of 35% to the 20 Day VWAP or €0.300 at closing. This means today at €0.300, representing a premium of 32% to the VWAP or 46.0% to the Issue Price. The Company will begin repaying the Amortizing Bonds after two months in 16 equal instalments, in either Shares or cash at the Company’s sole discretion, although the first three such payments will be in cash only. Because the number of Shares calculated to be required for any monthly repayment depends on the share price in the 20 days preceding such calculation, it is possible in some circumstances that more shares will be issued for such a payment than the portion of the Amortizing Bond being repaid would convert into, which would increase the dilutive effect of such repayment. This is offset by the release of the Shares into which such portion would convert, and also by any amount of repayments which are made in cash. The maximum total payment in cash (other than for an early repayment) is capped at 70% of the facility. This means that the minimum amount of the Amortizing Bonds which must be repaid in Shares is €13.5 million, which would mean share repayments of 60,267,857 shares at the theoretical ex-rights price (“TERP”) for a Pharming Share immediately after the Rights Issue of €0.224.
This compares with full conversion of the Amortizing Bonds into shares at the €0.300 conversion price of 150,000,000 shares. After the initial 2 months without repayments, the first 3 instalments are due to be paid entirely in cash. This reduces the effect of full conversion of the Amortizing Bonds from 150,000,000 Shares to 121,875,000 Shares.
The Amortizing Bonds are also redeemable for cash at the Company’s option at a premium within the 18 months duration. The premium varies between 10% and 25% depending on how much of the Amortizing Bonds have already been paid in Shares. The Amortizing Bonds are not guaranteed nor secured and rank behind both the debt and the Ordinary Bonds. The Amortizing Bondholders will receive 40% warrant coverage in the 2016 Warrants entitling them to subscribe for 63,380,282 Shares at a warrant strike price of €0.284, i.e. a price representing a premium of 25% to the VWAP or 38.5% to the Issue Price.
About the new debt facility
The new debt facility is expected to be granted by Kreos Capital V (UK) Ltd Fund and Silicon Valley Bank (the New Lenders), with whom the Company has entered into a term sheet on very similar general terms to those of the Loans. Under the terms and conditions of the new debt facility, the New Lenders will provide US$40 million (approximately €37.7 million) secured senior debt funding repayable over 42 months with a 8% fixed interest per annum. During the initial 12 months of the facility only interest will be payable, followed by monthly repayments of the outstanding principal amount on a 30 month straight amortisation basis. As further consideration for the new debt facility, the New Lenders or their associate companies will receive 10% warrant coverage (i.e. warrants to acquire 12,933,431 Shares at a conversion price of €0.284, i.e. a price representing a premium of 25% to the VWAP or 38.5% to the Issue Price) and a final payment on maturity (due June 2020) of 9% of the principal sum.
The New Lenders will receive a first priority ranking debenture (or the equivalent) and/or other first ranking security over all assets, including intellectual property of the Group. Closing of the New Debt Facility is conditional on a minimum raise of €40 million in equity and convertible debt, satisfactory outcome of due diligence inquiry by the New Lenders, no breach of representations and warranties by Pharming and execution of all required documentation by the parties.
The New Lenders, the Ordinary Bond holders and the Amortizing Bond holders will all receive warrants on identical terms (the 2016 Warrants). The 2016 Warrants will be exercisable for a period of five years as of the settlement date of the Rights Issue at an exercise price of €0.284, equal to a premium of 25.0% above the VWAP, or 38.5% over the Rights Price. The exercise price of the 2016 Warrants will be adjusted in case of an issue altering the terms and conditions of the Shares, such as subdivision or amalgamation of Shares, to reflect the value of the original warrant immediately prior to such event.
