QUÉBEC CITY, March 6, 2015 /CNW
Telbec/ - Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ)
(the "Company") today announced the pricing of its previously
announced public offering (the "Offering")
of 59,677,420 units (the "Units"). Each Unit consists of
one common share, 0.75 of a Series A warrant to purchase one
common share, and 0.50 of a Series B warrant to purchase one common
share, at a purchase price of US$0.62 per Unit. Investors whose purchase
of Units in the Offering would result in them beneficially owning
more than the initial beneficial ownership limitation to be
included in the warrants following the consummation of the Offering
will have the opportunity to acquire Units with Series C pre-funded
warrants substituted for any common shares they would have
otherwise acquired over the initial beneficial ownership
limitation, paying the same price of US$0.62 per Unit.
The Series A warrants will be exercisable immediately and will
expire five years following issuance at an exercise price of
US$0.81 per share. The Series B
warrants will be exercisable immediately and will expire 18 months
following issuance at an exercise price of US$0.81 per share. The pre-funded Series C
warrants will be exercisable immediately and will expire five years
following issuance.
In connection with the Offering, the holders of approximately
21.1 million, or 96.5%, of the 21.9 million outstanding warrants
issued by the Company in previous public offerings of units in
November 2013 and January 2014 have each entered into an amendment
agreement, conditional upon the Company having completed a public
offering of securities within a certain timeframe, which would
result in such warrants terminating concurrently with the closing
of the Offering, in consideration for the Company making to the
holders of such warrants a cash payment in the aggregate amount of
approximately US$5.7 million out of
the proceeds of the Offering, provided such warrants will not have
been exercised.
The Offering is expected to close on or about March 11, 2015, subject to customary closing
conditions including, but not limited to, the receipt of all
necessary regulatory approvals, including the approvals of the
NASDAQ Capital Market and the Toronto Stock Exchange.
Net proceeds from the Offering are expected to be approximately
US$34.5 million, after deducting
underwriting commissions and other expenses related to the
Offering. The Company intends to use the net proceeds from the
Offering to make the US$5.7 million
payment to the holders of warrants in connection with the warrant
amendment agreements described above, to continue to fund ongoing
drug development activities, for the potential addition of
commercialized products to the Company's pipeline, and for general
corporate purposes, for working capital and to fund negative cash
flow.
Canaccord Genuity Inc. is acting as the sole book-running
manager for the Offering. Maxim Group LLC, H.C. Wainwright & Co., LLC and Roth Capital
Partners acted as co-managers for the Offering.
The Offering is being conducted pursuant to the Company's
effective shelf registration statement on Form F-10 filed with the
U.S. Securities and Exchange Commission (the "SEC"), its
corresponding Canadian base shelf prospectus and an exemption from
the Autorité des marches financiers permitting the Company to offer
common shares, warrants and such other securities specified therein
in the United States. The proposed
Offering will be made only by means of a preliminary prospectus
supplement, a final prospectus supplement and the accompanying
short form base shelf prospectus. When available, copies of the
preliminary prospectus supplement, the final prospectus supplement
and the accompanying short form base shelf prospectus may be
obtained upon request by contacting Canaccord Genuity Inc.,
Attention: Syndicate Department, 99 High Street, 12th Floor,
Boston, Massachusetts 02110, or by
telephone/email at (800)
225-6201/prospectus@canaccordgenuity.com. Electronic copies
of the preliminary prospectus supplement, the final prospectus
supplement and the accompanying short form base shelf prospectus
will also be available free of charge at www.sedar.com and
www.sec.gov, respectively.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any of the Company's
securities, nor shall there be any sale of the Company's 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.
About Aeterna Zentaris Inc.
Aeterna Zentaris is a specialty biopharmaceutical company
engaged in developing and commercializing novel treatments in
oncology, endocrinology and women's health. For more information,
visit www.aezsinc.com.
Forward Looking Statements
This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the US Securities
Litigation Reform Act of 1995. Forward-looking statements involve
known and unknown risks and uncertainties that could cause the
Company's actual results to differ materially from those in the
forward-looking statements. Such risks and uncertainties include,
among others, the availability of funds and resources to pursue
R&D projects, the successful and timely completion of clinical
studies, the risk that safety and efficacy data from any of our
Phase 3 trials may not coincide with the data analyses from
previously reported Phase 1 and/or Phase 2 clinical trials, the
ability of the Company to efficiently commercialize one or more of
its products or product candidates, the ability of the Company to
take advantage of business opportunities in the pharmaceutical
industry, uncertainties related to the regulatory process, the
potential of liability arising from shareholder lawsuits and
general changes in economic conditions. Investors should consult
the Company's quarterly and annual filings with the Canadian and US
securities commissions for additional information on risks and
uncertainties relating to forward-looking statements. Investors are
cautioned not to rely on these forward-looking statements. The
Company does not undertake to update these forward-looking
statements. We disclaim any obligation to update any such factors
or to publicly announce the result of any revisions to any of the
forward-looking statements contained herein to reflect future
results, events or developments, unless required to do so by a
governmental authority or by applicable law.
SOURCE Aeterna Zentaris Inc.