LEIDEN, Netherlands,
November 14, 2016 /PRNewswire/ --
- Total Financing Package
Consisting of up to €87
Million, Planned to
Consist of Debt,
Convertible Bonds and a
Rights Issue
- Terms Agreed for a New
Debt Financing Facility
of US$40 million
(Approximately €37
Million) With Existing
and New Lenders
- Cornerstone Orders for a
New Convertible Bond
Instrument of €17 Million
to Date
- Rights Issue to
Raise Balance of Funding
Expected to be Launched
Shortly
Pharming Group N.V. ("Pharming" or "the Company") (EURONEXT:
PHARM) today announced that it has made significant progress with
financing towards completion of the transaction with subsidiaries
of Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX)
signed on 8 August 2016 for Pharming
to acquire the commercialization rights to its own product
RUCONEST® in North America.
The Company has signed a term sheet with a syndicate of debt
providers for a US$40 million, 42
months debt facility on standard commercial terms (8% interest and
one-off 9% final payment at maturity in June
2020). The syndicate includes one of the Company's current
lenders. The documentation for the loan instrument is being
completed over the coming weeks. The facility is conditional on
Pharming raising a minimum amount of €40 million of convertible
debt and equity.
Cornerstone investors have also been found for €17 million so
far for a five year redeemable convertible bond which will be
convertible into shares at a premium of 25% to the 20-day volume
weighted average price (VWAP) of the shares for the period prior to
the approval of the prospectus by the Netherlands Authority for the
Financial Markets (AFM) to be published in connection with the
rights issue (Prospectus). The bonds have an 8.5% interest rate and
a 20% warrant coverage. The warrant will also convert at 25%
premium to the VWAP. Further orders for additional amounts of these
bonds are currently being gathered from institutional investors.
Following the confirmation of the size of the convertible bond,
expected later this week and the approval of the Prospectus, the
Company will launch a rights issue for the balance of the funds
(which, in the absence of additional investors in the convertible
bond, will be up to €33 million) to existing shareholders to
subscribe for new shares (Rights Shares) at a discount to the VWAP.
This discount will be kept as small as possible to reduce dilution
of the Company's share price. In the event that not all of the
Rights Shares are taken up during the exercise period, the
remaining shares represented by rights not taken up (so called Rump
Shares) will be placed with interested institutional investors in
the US and EU immediately at the same price. Institutional
investors who sign up for this before the offer closes to support
the issue will receive 25% warrant coverage at a 25% premium to the
VWAP. Only the Rights Shares and Rump Shares will be issued in
connection with the acquisition. Those shares that are
represented by warrants and convertible bonds will only be issued
upon future, subsequent conversion, at a 25% premium to the
VWAP.
The Company has also been offered and is evaluating the merits
of premium priced alternative convertible equity instruments,
periodically redeemable in cash or equity at the discretion of the
Company. Such instruments could be used alongside the convertible
bond and debt and would then come in lieu of part or all of the
Rights Issue. Usage of such instruments, in combination with the
debt and the convertible bond, would then further reduce or totally
eliminate the need to issue equity at the time of the closing.
Dr Sijmen de Vries, Pharming's
CEO commented:
"We are very pleased to have put together a financing
package and have alternatives at hand that minimize
dilution of existing shareholders
and which is attracting high-quality
investors, so that we can complete the transaction with
Valeant, move RUCONEST forward and will
enable Pharming to reach profitability potentially as much as three
years earlier than under the Valeant license. With
such a financing package we expect to stay well
within the limits of the available share capital to help
manage dilution for shareholders. Together with the
excellent prophylaxis data which was presented at the
American College of Allergy, Asthma and Immunology scientific
meeting in San Francisco
yesterday and the positive opinion of the European Committee
for Medicinal Products for Human Use to allow self-administration
for patients in Europe announced
on Friday, the future for RUCONEST® is very promising and we
are confident that we are creating good value for shareholders,
patients and other stakeholders."
About Pharming Group N.V.
Pharming is a specialty pharmaceutical company developing
innovative products for the safe, effective treatment of rare
diseases and unmet medical needs. Pharming's lead product,
RUCONEST® (conestat alfa) is a recombinant human C1 esterase
inhibitor approved for the treatment of acute Hereditary Angioedema
("HAE") attacks in patients in Europe, the US and rest of the world. The
product is available on a named-patient basis in other territories
where it has not yet obtained marketing authorization.
RUCONEST® is commercialized by Pharming in Algeria, Andorra, Austria, Bahrain, Belgium, France, Germany, Ireland, Jordan, Kuwait, Lebanon, Luxembourg, Morocco, Netherlands, Oman, Portugal, Qatar, Syria,
Spain, Switzerland, Tunisia, United Arab
Emirates, United Kingdom
and Yemen.
RUCONEST® is distributed by Swedish Orphan Biovitrum AB (publ)
(SS: SOBI) in the other EU countries, and in Azerbaijan, Belarus, Georgia, Iceland, Kazakhstan, Liechtenstein, Norway, Russia, Serbia, and Ukraine.
RUCONEST® is distributed in the United
States by a subsidiary of Valeant Pharmaceuticals
International, Inc. (NYSE: VRX/TSX: VRX), following Valeant's
acquisition of Salix Pharmaceuticals, Ltd.
RUCONEST® is distributed in Argentina, Colombia, Costa
Rica, the Dominican
Republic, Panama and
Venezuela by Cytobioteck, in
South Korea by HyupJin Corporation
and in Israel by Megapharm.
RUCONEST® is also being investigated in a Phase II clinical
trial for the treatment of HAE in young children (2-13 years of
age) and evaluated for various additional follow-on
indications.
Pharming's technology platform includes a unique, GMP-compliant,
validated process for the production of pure recombinant human
proteins that has proven capable of producing industrial quantities
of high quality recombinant human proteins in a more economical and
less immunogenetic way compared with current cell-line based
methods. Leads for enzyme replacement therapy ("ERT") for Pompé and
Fabry's diseases are being optimized at present, with additional
programs not involving ERT also being explored at an early stage at
present.
Pharming has a long term partnership with the China State
Institute of Pharmaceutical Industry ("CSIPI"), a Sinopharm
company, for joint global development of new products, starting
with recombinant human Factor VIII for the treatment of Haemophilia
A. Pre-clinical development and manufacturing will take place to
global standards at CSIPI and are funded by CSIPI. Clinical
development will be shared between the partners with each partner
taking the costs for their territories under the partnership.
Pharming has declared that the
Netherlands is its "Home Member State" pursuant to the
amended article 5:25a paragraph 2 of the Dutch Financial
Supervision Act.
Additional information is available on the Pharming website:
http://www.pharming.com
Forward-looking Statements
This press release of Pharming Group N.V. and its
subsidiaries ("Pharming", the
"Company" or the
"Group") may contain forward-looking
statements including without limitation those regarding
Pharming's financial projections, market
expectations, developments, partnerships, plans, strategies and
capital expenditures.
The Company cautions that such forward-looking statements may
involve certain risks and uncertainties, and actual results may
differ. Risks and uncertainties include without limitation the
effect of competitive, political and economic factors, legal
claims, the Company's ability to protect intellectual
property, fluctuations in exchange and interest rates, changes in
taxation laws or rates, changes in legislation or accountancy
practices and the Company's ability to identify,
develop and successfully commercialize new products, markets or
technologies.
As a result, the Company's actual performance,
position and financial results and statements may differ materially
from the plans, goals and expectations set forth in such
forward-looking statements. The Company assumes no obligation to
update any forward-looking statements or information, which should
be taken as of their respective dates of issue, unless required by
laws or regulations.
The distribution of this announcement in jurisdictions other
than the Netherlands may be
affected by the laws of relevant jurisdictions. Therefore any
persons who are subject to the laws of any jurisdiction other than
the Netherlands will need to
inform themselves about, and observe any applicable
requirements. Investors will need to base their investment
decision on the prospectus and particularly the risk factors as
described in the prospectus that the Company will publish in
connection with the rights issue. When made generally available,
copies of the prospectus may be obtained at no cost from the
Company or through the website of the Company, subject to certain
regulatory restrictions.
This announcement is for information purposes only and shall
not constitute an offer to buy, sell, issue or subscribe for, or
the solicitation of an offer to buy, sell, issue, or subscribe for,
any securities in the Company or any other entity. Any such offer
pursuant to the proposed rights issue will be made solely by means
of a prospectus to be published in due course and any supplement or
amendment thereto and any acquisition of securities in the Company
should be made solely on the basis of the information contained in
such prospectus.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in, into or from the
United States of America (including its territories and
possessions, any state of the United
States of America (the "United States" or the
"US")), Australia, Canada, Japan
or the Republic of South Africa or
transmitted, distributed to, or sent by, any national or resident
or citizen of any such countries or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each a
"Restricted Jurisdiction"). Any failure to
comply with this restriction may constitute a violation of
United States, Australian,
Canadian, Japanese or South African securities
laws.
The securities mentioned in this announcement have not been,
and will not be, registered under the US Securities Act of 1933 (as
amended) (the "US Securities Act"), and
may not be offered or sold in the United
States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. No public offer of the shares is being made
in the United States and the
information contained herein does not constitute an offering of
securities for sale in the United
States.
This announcement is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investments and are: (i) if in a member state of the
European Economic Area, qualified investors within the meaning of
article 2(1)(e) of the Prospectus Directive
("Qualified Investors"); or (ii) if in
the United Kingdom, Qualified
Investors and fall within: (a) article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the
"Order"); or (b) article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc.) of
the Order (all such persons together being referred to as
"Relevant Persons"). The term
"Prospectus Directive" means Directive
2003/71/EC as amended and includes any relevant implementing
measures in each member state of the European Economic Area.
Contacts:
Pharming Group N.V.
Sijmen de Vries, CEO, Tel: +31 71 524 7400
Robin Wright, CFO, Tel: +31 71 524
7400
FTI Consulting:
Julia Phillips/ Victoria Foster Mitchell, Tel: +44 203 727
1136
Lifespring Life Sciences Communication
Leon Melens, Tel: +31 20 705 95
90