GENFIT announces the successful completion of a key milestone in
the partial buyback and amendment of its OCEANEs
- Partial buyback of 47.6% of the OCEANEs for a total
amount of 47.48 million euros
- 85.70 million euros convertible debt potentially
cancelled, leading to a residual debt of 94.30 million euros
(versus 180 million euros previously)
- Buyback subject to October 2025 maturity extension and
conversion ratio increase from 1:1 to 1:5.5
- Final approval of terms of OCEANEs subject to the
January 2021 shareholders’ and bondholders’ general
meetings
Lille (France), Cambridge
(Massachusetts, United States), December 7, 2020 –
GENFIT (Nasdaq and Euronext: GNFT), a late-stage
biopharmaceutical company dedicated to improving the lives of
patients with metabolic and chronic liver diseases, today announces
that it has signed bond repurchase agreements with holders of its
convertible bonds maturing in October 2022 (the
“OCEANEs”).
Pascal Prigent, CEO of GENFIT,
commented: “We are delighted to have reached this key milestone,
and would like to thank the OCEANE holders who supported the
Company’s buyback proposal for the significant efforts they have
made to support the company's future evolution. The restructuring
of the OCEANEs is an important step in the execution of our
corporate strategy and I am confident that our shareholders and
OCEANE holders will now vote in favor of this transaction. Indeed,
it will enable us to operationally and financially implement our
strategic plan focused on the development of elafibranor in
ELATIVE™, our Phase 3 PBC trial, as well as further expand our
NIS4™ technology for NASH diagnosis. The current deal structure
essentially cuts our debt in half and pushes its maturity to Q4
2025, which should give us ample opportunity to maximize the
commercial potential of our assets and create significant value for
bond holders and shareholders alike.”
Final results of the partial buyback,
and amendments of the existing terms and conditions of the
OCEANEs
Following competition of the fixed-price reverse
bookbuilding process begun on November 23, the Company has signed
bond repurchase agreements with OCEANEs holders to buyback a total
of 2,895,260 OCEANEs at a price of €16.40 per OCEANE, representing
a total repurchase price of 47.48 million euros.
The repurchased OCEANEs represent 47.6% out of
the 6,081,081 outstanding OCEANEs and 85,699,696 euros in nominal
amount.
Following the cancellation of the OCEANEs that
will be repurchased in the partial buyback, 3,185,821 OCEANEs would
remain outstanding, representing a residual nominal amount of
94,300,301.6 euros.
The settlement of the OCEANEs buyback remains
contingent on – and will occur after – the approval by GENFIT
shareholders and OCEANEs holders of the following adjustments to
the terms:
- New maturity date of October 16, 2025;
- Increase of the conversion ratio from 1:1 to 1:5.5, resulting
in an implied conversion price of €5.38 per share;
- Deferral of the initiation of the early redemption period1 in
the OCEANEs terms and conditions (initiating on November 3, 2023);
and
- Amendment of the ratchet clause, adjusting the conversion ratio
in the event of a tender offer targeting GENFIT shares, to
incorporate the extension of the OCEANEs maturity date until 2025.
The adjustment would be calculated from the date of approval by the
OCEANEs holders of the amended terms and conditions (i.e. the date
on which the OCEANEs holders meeting would be held) until the new
maturity date (i.e. October 16, 2025).
(The
“OCEANEs Amendments”)
The nominal value and redemption price of the
OCEANEs will remain unchanged at €29.60 per OCEANE. The existing
terms and conditions of the OCEANEs not mentioned above will remain
unchanged.
In order to obtain approval of the OCEANEs
Amendments, the Company will convene a general meeting of its
shareholders on January 13, 2021. Should the quorum not be
achieved, a second shareholders meeting will be convened on January
25, 2021, in addition to an OCEANEs bondholder general meeting on
January 25, 2021.
The buyback price of €16.40 includes the accrued
interest for the period since the latest interest payment date, on
October 16, 2020, until the buyback settlement date, expected to be
January 29 2021, at the latest. For illustrative purposes, should
an effective buyback date occur on January 29, 2021, the buyback
price per bond (excluding accrued interests) would be €16.10, and
the accrued interest amount would be €0.30. A change in the buyback
settlement date (either earlier or later) will not lead to any
change of the buyback price2.
Should the new conversion ratio be accepted, the
implied conversion price (nominal amount of €29.60 divided by the
1:5.5 conversion ratio) would be €5.38 per bond. This represents a
conversion premium3 of 18.8% compared to the closing share price on
December 4, 2020 (€4.53), and a 32.2% premium compared to the
volume weighted average price between November 16 and November 20,
2020 (i.e. the five trading days prior to the announcement of the
final terms of the transaction on November 23, 2020) 4.
Based on the new conversion ratio, 17,522,016
new shares could be issued upon conversion5 of all OCEANEs
remaining post-buy-back, representing 45.1% of the current share
capital of the Company (versus 15.6% with the current conversion
ratio). In the event of a full conversion of the OCEANEs at
maturity, the OCEANEs holders would own 31.08% of the share capital
of the Company, and 30.8% should all the outstanding stock options
and share warrants (BSA) be exercised, and all the outstanding free
shares vest (based on instruments outstanding as of December 31,
2019).
Independent Expert and Prospectus
Following recommendation of a committee composed
of a majority of independent directors, the Company’s Board of
Directors has appointed an independent expert to review the balance
of the terms of the transaction between the shareholders and OCEANE
holders. This has been done on a voluntary basis and the report
will be made publicly available.
As a result of the new conversion ratio, in the
event of a full conversion of the OCEANEs outstanding post-buyback,
the number of shares that would potentially be issued, would be
higher than 20% of the share capital6 and the Company will file
with the French Autorité des Marchés Financiers (AMF) a listing
prospectus composed of the Company’s 2019 Universal Registration
Document filed with the AMF on May 27, 2020 under number D.20-0503,
an amendment of this Universal Registration Document, a securities
note (note d’opération) and a summary of the prospectus, for
approval by the end of December 2020.
Additional information relating to the convening of the
shareholders’ extraordinary general meeting
Due to the ongoing lockdown and prohibition on
public gatherings currently imposed by the French government to
prevent the spread of Covid-19, the Board of Directors of the
Company decided that the extraordinary shareholders’ meeting will
be held behind closed doors, that is to say without the presence of
shareholders and other persons who are usually entitled to attend,
in accordance with the provisions of article 4 of Ordinance no.
2020-321 of March 25, 2020 adapting the rules for meeting and
deliberation of meetings and governing bodies of legal persons and
entities without legal personality of private law due to the
Covid-19 epidemic, which application period has been extended and
terms have been modified by the Ordinance no. 2020-1497 of
December 2, 2020.
The convening notice published in the
French legal announcements bulletin (Bulletin des Annonces
Légales Obligatoires) and made available in the Investors &
Media section of the Company’s website
(https://ir.genfit.com/financial-information/shareholders-meeting)
outlines the procedures by which shareholders may participate in
the shareholders’ extraordinary general meeting, notwithstanding
the exceptional measures required in order to comply with
regulatory constraints and ensure the health and safety of our
shareholders.
Shareholders may provide their voting
instructions via the Internet through the VOTACCESS platform. A
tutorial to familiarize shareholders with this online voting
platform will be available in the same section of the website, as
well as a toll-free number (France only: 0800 94 06 51) to call
with any questions regarding how to participate to the
shareholders’ extraordinary general meeting.
In accordance with Article 3 of Ordinance no.
2020-1497 of December 2, 2020, the Company will broadcast the
shareholders’ extraordinary general meeting live except if
technical reasons make it impossible or severely trouble such
broadcast. The Company will also ensure a replay of such broadcast.
Every written question asked by shareholders, together with the
answers given in accordance with the third and fourth paragraphs of
Article L. 225-108 of the French Code de commerce, will be
published in the dedicated section of the Company’s website
provided for in the fourth paragraph of such article.
Documentation regarding the shareholders’
extraordinary general meeting will be made available to
shareholders in accordance with existing regulations on the
Company’s website, in the Investors & Media section
(https://ir.genfit.com/financial-information/shareholders-meeting).
Further details on the convening of the OCEANEs
holders’ meeting to be held on January 25, 2020 will be made
available later on.
Anticipated Calendar of
Events
| December 7,
2020 |
Publication of the convening notice (avis de reunion valant
convocation) of the shareholders’ extraordinary general
meeting |
| December 16,
2020 |
Publication of the meeting notice (avis de réunion) of the OCEANEs
holders’ general meeting |
| Before end of
December 2020 |
Submission of the amendment to the Universal Registration Document
and approval of the prospectus by the AMFPublication of the
prospectus |
|
January 13, 2021 |
Shareholders’ extraordinary general meeting upon first
convocationPress release announcing the results of the
shareholders’ extraordinary general meeting or, due to the required
quorum not being reached, second convening notice (avis de
convocation) of the shareholders extraordinary general meeting |
|
January 25, 2021 |
Shareholders’ extraordinary general meeting upon second
convocationOCEANEs holders’ general meeting |
|
January 27, 2021 |
Decision of Chief Executive Officer authorising the OCEANEs
Amendments |
|
January 29, 2021(at the latest) |
OCEANEs partial buyback settlement date |
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 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 contains certain
forward-looking statements, including those within the meaning of
the Private Securities Litigation Reform Act of 1995, with respect
to GENFIT, including statements regarding our capacity to
renegotiate the terms of our OCEANEs convertible bonds and that the
final terms of this proposal will be approved by the shareholders’
general meeting and general meeting of OCEANEs holders. The use of
certain words, including “believe,” “potential,” “expect” and
“will” and similar expressions, is intended to identify
forward-looking statements. Although the Company believes its
expectations are based on the current expectations and reasonable
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 related 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 French Autorité des marchés
financiers (“AMF”), including those listed in Section 4 “Main Risks
and Uncertainties” of the Company’s 2019 Universal Registration
Document filed with the AMF on May 27, 2020 under n° D.20-0503,
which is available on GENFIT’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 20-F dated 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
1 Early redemption at the Company’s
option to encourage the conversion of the OCEANEs into shares, in
the event where the share price exceeds 150% of the conversion
price within a specified period.2 The OCEANE
price on Euronext AccessTM includes accrued interests (“dirty
price”) and is not a clean price. 3 The
conversion premium represents the difference between the share
price and the implied conversion price of the OCEANE.4
The volume weighted average price between
November 16 and November 20, 2020 is equal to €4.07.5
Or bought in case of exchange for existing
shares as permitted in the OCEANEs
documentation.6 Maximum threshold for
the exemption of a listing prospectus set by Article 1 (5) (a) of
the EU Regulation « Prospectus » n°2017/1129 dated June
14, 2017.
- GENFIT announces the successful completion of a key milestone
in the partial buyback and amendment of its OCEANEs