GENFIT: Sweeping approval of OCEANEs buyback and amendments of
terms
- Approval by 98.5% of shareholders (quorum 23.36%) and
by 100% of bondholders (quorum 70.88%) that voted
- €85.7 million convertible debt will be cancelled by
spending only €47.48 million following buyback settlement
operations to take place this week
- Maturity extended to 2025, allowing GENFIT to implement
its new corporate strategy
Lille, France; Cambridge, MA; January
25, 2021 - GENFIT (Nasdaq and Euronext:
GNFT), a late-stage biopharmaceutical company dedicated to
improving the lives of patients with metabolic and liver diseases
(the “Company”), today announced the results of
the shareholders’ vote at the Extraordinary Shareholders Meeting
which took place on second convening this Monday, January 25, 2021
at 2:30pm (Paris time) (the “Extraordinary Shareholders
Meeting”) and the voting results of the holders of the
convertible bonds issued by the Company on October 16, 2017 (the
“OCEANEs”) at the Bondholders Meeting which took place this Monday,
January 25 2021 at 5:30pm (the “Bondholders
Meeting”.) All resolutions proposed by the Board of
Directors at both Meetings were approved with more than 98.5% of
votes at the Extraordinary Shareholders Meeting and 100% of votes
at the Bondholders Meeting.
The Company can therefore move forward with the
partial buyback of 2,895,260 OCEANEs that certain bondholders have
agreed to sell to the Company, at a price of €16.40 (including
accrued interest of €0.30) (of 6,081,081 OCEANEs initially issued
and currently outstanding) amounting to a nominal amount of
€85,699,696 euros, or 47.6% of outstanding OCEANEs (€179,999,997.60
nominal amount) for €47.48 million (the
“Buyback”).
The buyback settlement operations are expected
to occur by January 29, 2021. The repurchased OCEANEs will be
canceled by the Company.
Pascal Prigent, CEO of GENFIT
commented: “We would like to thank all of our shareholders
and bondholders for their support throughout this process that
today approves the amendment of the terms of the OCEANEs, and which
will be completed this week with the buyback. As a result, GENFIT
will cancel approximately 50% of its convertible bond debt,
equalling approximately €85.7 million, by spending only €47.48
million for the buyback. We have also managed to extend the
maturity of the remaining OCEANEs to end of 2025, which should give
us more flexibility to maximize the opportunities to promote and
value data from our ELATIVE™ Phase 3 clinial trial in PBC, should
they be positive early 2023. Our teams are looking to the future
and determined to make 2021 our come back year: now that the
financial constraint is lifted, we are back to our full ability to
implement our new strategy”.
Extraordinary Shareholders
Meeting
All resolutions were adopted with a majority of
more than 98.5% of votes, as per the Board of Directors’
recommendations. 9,068,366 shares were recorded out of a total of
38,813,943 shares with a voting right out of a total of 38,858,617
shares, corresponding to a quorum of 23.36%.
The result of the vote resolution by resolution
is available of the Company website in the Investor & Media
section of the website
https://ir.genfit.com/financial-information/shareholders-meeting.
A recording of the Extraordinary Shareholders
Meeting is available on our investors website
https://ir.genfit.com/, in the “Events” section and on the
“Shareholders Meeting” page, under the “Financials” section.
Bondholders Meeting
All resolutions were adopted with 100% of votes,
as per the Board of Directors’ recommendations. 4,310,607 OCEANEs
were recorded out of a total of 6,081,081 OCEANEs, corresponding to
a quorum of 70.88%.
The result of the vote resolution by resolution
is available of the Company website in the Investor & Media
section of the website
https://ir.genfit.com/financial-information/shareholders-meeting.
A recording of the Bondholders Meeting is
available on our investors website https://ir.genfit.com/, in the
“Events” section and on the “Shareholders Meeting” page, under the
“Financials” section.
ABOUT GENFIT
GENFIT is a late-stage biopharmaceutical company
dedicated to improving the lives of patients with cholestatic and
metabolic chronic liver diseases. GENFIT is a pioneer in the field
of nuclear receptor-based drug discovery, with a rich history and
strong scientific heritage spanning more than two decades. GENFIT
is currently enrolling in ELATIVE™, a Phase 3 clinical trial
evaluating elafibranor in patients with Primary Biliary Cholangitis
(PBC). As part of GENFIT’s comprehensive approach to clinical
management of patients with liver disease, the Company is also
developing NIS4™, a new, non-invasive blood-based diagnostic
technology which could enable easier identification of patients
with at-risk NASH. NIS4™ technology has been licensed to
LabCorp in the U.S. and Canada for the development and
commercialization of a blood-based molecular diagnostic test
powered by NIS4™ technology. GENFIT has facilities in Lille and
Paris, France, and Cambridge, MA, USA. GENFIT is a publicly traded
company listed on the Nasdaq Global Select Market and on
compartment B of Euronext’s regulated market in Paris (Nasdaq and
Euronext: GNFT). www.genfit.com
FORWARD LOOKING STATEMENTS
This press release is not an advertisement and
does not constitute a prospectus for the purpose of the Prospectus
Regulation.
This press release contains certain
forward-looking statements with respect to GENFIT, including those
within the meaning of the Private Securities Litigation Reform Act
of 1995, with respect to GENFIT, including statements regarding the
partial buyback of a number of OCEANEs convertible bonds. The use
of certain words, including “consider”, “contemplate”, “think”,
“aim”, “expect”, “understand”, “should”, “aspire”, “estimate”,
“believe”, “wish”, “may”, “could”, “allow”, “seek”, “encourage” or
“have confidence” or (as the case may be) the negative forms of
such terms or any other variant of such terms or other terms
similar to them in meaning is intended to identify forward-looking
statements. Although the Company believes its projections are based
on reasonable expectations and assumptions of the Company’s
management, these forward-looking statements are subject to
numerous known and unknown risks and uncertainties, which could
cause actual results to differ materially from those expressed in,
or implied or projected by, the forward-looking statements. These
risks and uncertainties include, among other things, the
uncertainties inherent in research and development, including in
relation to safety, biomarkers, progression of, and results from,
its ongoing and planned clinical trials, review and approvals by
regulatory authorities of its drug and diagnostic candidates,
exchange rate fluctuations and the Company’s continued ability to
raise capital to fund its development, as well as those risks and
uncertainties discussed or identified in the Company’s public
filings with the AMF, including those listed in Chapter 2 “Main
Risks and Uncertainties” of the Company’s 2019 Universal
Registration Document filed with the AMF on 27 May 2020 under n°
D.20-0503 and in Section 2 “Risk Factors” of the Company’s
Amendment to the Universal Registration Document filed with the AMF
on 22 December 2020 under n° D.20-0503-A01, which are available on
the Company’s website (www.genfit.com) and on the website of the
AMF (www.amf-france.org) and public filings and reports filed with
the U.S. Securities and Exchange Commission (“SEC”) including the
Company’s 2019 Annual Report on Form 20-F filed with the SEC on May
27, 2020. In addition, even if the Company’s results, performance,
financial condition and liquidity, and the development of the
industry in which it operates are consistent with such
forward-looking statements, they may not be predictive of results
or developments in future periods. These forward-looking
statements speak only as of the date of publication of this
document. Other than as required by applicable law, the Company
does not undertake any obligation to update or revise any
forward-looking information or statements, whether as a result of
new information, future events or otherwise.
CONTACT
GENFIT | Investors
Naomi EICHENBAUM – Investor Relations | Tel: +1
(617) 714 5252 | investors@genfit.com
PRESS RELATIONS | Media
Hélène LAVIN – Press relations | Tel: +333 2016
4000 | helene.lavin@genfit.com
GENFIT | 885 Avenue Eugène Avinée, 59120
Loos - FRANCE | +333 2016 4000 |
www.genfit.com
- GENFIT: Sweeping approval of OCEANEs buyback and amendments of
terms