NOT FOR
DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR
JAPAN
Inventiva Raises
€35.5 Million Through A Capital Increase With European And US
Investors
Daix (France)
April 13, 2018 - Inventiva S.A. ("Inventiva" or the "Company"), a
biopharmaceutical company developing innovative therapies in
nonalcoholic steatohepatitis (NASH), systemic sclerosis (SSc) and
mucopolysaccharidosis (MPS), today announces the successful
completion of the issuance of 5,572,500 new ordinary shares without
preferential subscription rights (the "New
Shares") for a total gross proceeds of approximately €35.5
million by means of a private placement reserved to a specified
category of investors as described below (the "Reserved Offering"). The Reserved Offering was
conducted by Jefferies International Limited, acting as Global
Coordinator and Joint Bookrunner, and Société Générale Corporate
& Investment Banking and Gilbert Dupont acting as Joint
Bookrunners (together with the Global Coordinator and Joint
Bookrunner, the "Managers"). Namsen Capital
acted as Inventiva's Capital Markets Advisor.
The Company intends to use the net
proceeds from this capital increase as follows:
-
€16 million to ensure the clinical
development of Lanifibranor and more specifically to launch
preliminary works prior to (i) the potential NASH Phase III and
(ii) future clinical developments in SSc;
-
€12 million to ensure the clinical
development of odiparcil and more specifically (i) for the launch
of the clinical Phase Ib in children with MPS VI; (ii) to ensure
the development of the clinical package in MPS I, II, IVa, and VII
and (iii) to launch preliminary workstreams prior to the potential
Phase III in MPS I, II, IVa, VI and VII;
-
€3.5 million to ensure the development
of on-going discovery programmes; and
-
Use the remainder to finance other
corporate purposes.
The net proceeds are expected to
provide the Company with a cash runway based on the on-going
programmes to mid-2020.
Key upcoming milestones
include:
-
Lanifibranor 2 years carcinogenicity
study results are expected by the end of the second quarter
2018;
-
Lanifibranor Phase IIb SSc study
results are expected early 2019 and Phase IIb NASH study results
are expected in the second half of 2019; and
-
Odiparcil : Phase IIa MPS VI study
results are expected in the first half of 2019 and Phase Ib in MPS
VI children study results are expected in 2019.
Key
characteristics of the offering
The capital increase, authorized
by the Board of Directors on 12 April 2018, was reserved for
subscription to a specified category of investors as defined in the
15th resolution
of the General Shareholders' Meeting of the Company dated 29 May
2017, i.e. (i) a natural or legal person (including companies),
trust or investment fund, or other investment vehicle, in any form,
established under French or foreign law, which regularly invests in
the pharmaceutical, biotechnology and the medical technology
sectors; and/or (ii) a company, institution or entity, in any form,
French or foreign, exercising a significant part of its activity in
the pharmaceutical, cosmetic or chemical sectors or researching in
such sectors; and/or (iii) a French or foreign service provider, or
any foreign establishment with an equivalent status, likely to
guarantee the completion of an issuance intented to be placed with
the persons referred to in (i) and/or (ii) above and, in this
context, likely to subscribe to the securities issued.
The Company issued 5,572,500 New
Shares with a par value of €0.01 at a price of €6.37 per share,
including share premium, for a total amount of approximately €35.5
million, representing approximately 33.5% of the share capital of
the Company.
Following settlement and delivery
of the Reserved Offering, which is expected to occur on or about 17
April 2018, subject to customary conditions, the total issued share
capital of the Company will be 22,197,277 shares for a nominal
amount of €221,972.77.
The issue price of the New Shares
represented a discount of 20% to the 3 day volume weighted average
price preceding pricing.
On an illustrative basis, a
shareholder holding 1% of the Company's share capital before the
issuance and who did not participate in the Reserved Offering will
now hold a stake of 0.75% after the transaction.
The fund Sofinnova Crossover I SLP
("Sofinnova") has participated in the Reserved
Offering for an amount of € 10 million and, as such, will
propose a candidate to be appointed to the board of directors of
the Company as outlined in the Company's press release of 12 April
2018.
Commenting on the Reserved
Offering, Jacques Theurillat of Sofinnova stated, "Inventiva has
the potential to become a global leader in NASH, systemic sclerosis
and MPS, diseases with significant unmet need. In addition,
Inventiva is an excellent fit with Sofinnova's strategy of
investing in innovative products and experienced management."
The Reserved Offering benefited
from the support of certain main shareholders of the Company for an
amount totalling approximately 43% of the offering in the following
proportions:
|
Number of shares |
Before
Offering |
After
Offering |
Subscription |
Shareholders > 5% of the share
capital as of the launch of the offering and who participated in
the Reserved Offering |
|
|
|
BVF Partners L.P. |
1,764,706[1]
|
3,334,564 |
1,569,858 |
Novo A/S |
1,176,470 |
1,951,970 |
775,500 |
Other shareholders (employees, officers, members of the board of
directors) |
10,519,858 |
10,519,858 |
- |
Sofinnova |
- |
1 569 858 |
1 569 858 |
Others |
3,163,743 |
4,821,027 |
1,657,284 |
Total |
16,624,777 |
22,197,277 |
5,572,500 |
The New Shares bear current dividend eligibility. Application will
be made to list the New Shares on the regulated market of Euronext
Paris pursuant to a listing prospectus, which will be submitted for
the approval of the AMF.
Inventiva will enter into a
lock-up agreement ending 90 calendar days after the settlement and
delivery of the Reserved Offering, subject to certain customary
exceptions including transactions under the existing liquidity
agreement entered into with Kepler Cheuvreux on 19 January 2018.
Key executives and directors of the Company have also signed
lock-up agreements with regard to the Company's shares that they
hold, for the same period, subject to certain exceptions including
the call option agreements entered into with BVF Partners L.P. and
Perceptive Advisors, by which Frédéric Cren and Pierre Broqua
agreed to grant a call option on existing shares in the context of
the initial public offering of the Company.
Detailed information on the
Company relating to its business, results of operations, financial
condition and prospects, as well as risk factors related thereto,
are included in the 2016 Registration Document (Document de référence) of the Company registered with
the French Autorité des Marchés Financiers
(the "AMF") on 26 April 2017 under number R.17-025. The 2016
Registration Document can be found, together with other regulated
information (including its 2017 audited financial statements),
Inventiva's press releases and investors presentation, on
Inventiva's website (www.inventivapharma.com). The attention of the
public is drawn to the risk factors section presented at section 4
of the 2016 Registration Document. If one or more of such risks
were to materialize, this could have a material adverse effect on
the business, financial condition or results of the Company or on
its ability to meet its targets.
Update of the
Company's corporate presentation
An update of the Company's
corporate presentation dated 9 April 2018, with a presentation of
the Company's activities, including the progress status of
preclinical and clinical programs, is now available on the
Company's website.
About
Inventiva: www.inventivapharma.com
Inventiva is a biopharmaceutical
company specialized in the development of drugs interacting with
nuclear receptors, transcription factors and epigenetic modulators.
Inventiva's research engine opens up novel breakthrough therapies
against fibrotic diseases, cancers and orphan diseases with
substantial unmet medical needs.
Lanifibranor, its lead product, is
an anti-fibrotic treatment acting on the three alpha, gamma and
delta PPARs (peroxisome proliferator-activated receptors), which
play key roles in controlling the fibrotic process. Its
anti-fibrotic action targets two initial indications with
substantial unmet medical need: NASH, a severe and increasingly
prevalent liver disease already affecting over 30 million people in
the United States, and systemic sclerosis, a disease with a very
high mortality rate and for which there is no approved treatment to
date.
Inventiva is also developing in
parallel, a second clinical product, Odiparcil (formerly IVA336), a
treatment for several forms of mucopolysaccharidosis where dermatan
and/or chondroïtin sulfates GAGs accumulate: MPS I or Hurler/Scheie
syndromes, MPS II or Hunter syndrome, MPS IVa or Morquio syndrome,
MPS VI or Maroteaux-Lamy syndrome and MPS VII or Sly syndrome.
Inventiva is also developing a preclinical stage oncology
portfolio.
Inventiva benefits from
partnerships with world-leading research entities such as the
Institut Curie. Two strategic R&D partnerships have also been
established with AbbVie and Boehringer Ingelheim, making Inventiva
eligible for preclinical, clinical, regulatory and commercial
milestone payments, in addition to royalties on the products
resulting from the partnerships.
Inventiva employs over 100 highly
qualified employees and owns state-of-the-art R&D facilities
near Dijon, acquired from the international pharmaceutical group
Abbott. The Company owns a proprietary chemical library of over
240,000 molecules as well as integrated biology, chemistry, ADME
and pharmacology platforms.
Contacts
Inventiva
Frédéric Cren
Chief Executive Officer
info@inventivapharma.com
+ 33 3 80 44 75 00 |
|
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|
DISCLAIMER
This press release does not and
shall not, in any circumstances, constitute a public offering nor
an invitation to solicit the interest of public in France, the
United States, or in any other jurisdiction, in connection with any
offer.
The distribution of this document
may be restricted by law in certain jurisdictions. Persons into
whose possession this document comes are required to inform
themselves about and to observe any such restrictions.
This announcement is an
advertisement and not a prospectus within the meaning of Directive
2003/71/EC of the European Parliament and of the Council of
November 4, 2003, as amended (the "Prospectus
Directive").
With respect to the member States
of the European Economic Area (including France), no action has
been undertaken or will be undertaken to make an offer to the
public of the securities referred to herein requiring a publication
of a prospectus in any relevant member State. As a result, the
securities may not and will not be offered in any relevant member
State except in accordance with the exemptions set forth in Article
3(2) of the Prospectus Directive, or under any other circumstances
which do not require the publication by the Company of a prospectus
pursuant to Article 3 of the Prospectus Directive and/or to
applicable regulations of that relevant member State.
For the purposes of the provision
above, the expression "offer to the public" in relation to any
shares of the Company in any member States of the European Economic
Area means the communication in any form and by any means of
sufficient information on the terms of the offer and any securities
to be offered so as to enable an investor to decide to purchase any
securities, as the same may be varied in that member State.This
press release does not constitute an offer to the public in France
and the securities referred to in this press release can only be
offered or sold in France pursuant to Article L. 411-2-II of the
French Code monétaire et financier to (i)
providers of third party portfolio management investment services,
(ii) qualified investors (investisseurs
qualifiés) acting for their own account and/or (iii) a limited
group of investors (cercle restreint
d'investisseurs) acting for their own account, all as defined
in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1
to D. 411-4 and D. 754-1 and D. 764-1 of the French Code monétaire et financier. In addition, in accordance
with the autorisation granted by the general meeting of the
Company's shareholders dated 29 May 2017, only the persons
pertaining to the categories specified in the 15th
resolution of such general meeting may subscribe to the Reserved
Offering.
The distribution of this press
release is only being distributed to, and is only directed at
persons in the United Kingdomthat (i) are persons having
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 as amended (the "Order"); (ii) are persons falling within as described
in Article 49(2) (a) to (d) ("high net worth bodies corporate,
unincorporated associations etc.") of the Order or (iii) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Article 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as
"Relevant Persons"). The Reserved Offering
mentioned herein is only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire shares has
been engaged in only with, Relevant Persons. Any person who is not
a Relevant Person should not act or rely on, this press release or
any information contained herein.
This press release has been
prepared on the understanding that the offer of securities referred
to herein in any Member State of the European Union or the members
of the European Economic Area Agreement who have transposed the
Prospectus Directive, as defined below, (each, a "Concerned Member State") will not require the
publication of a prospectus in any Concerned Member State, and no
action has been nor will be undertaken to allow the public offering
of securities requiring the publication of a prospectus in any
Concerned Member State. As a result, any person offering or
intending to offer, in any Concerned Member State, the securities
that are the subject of the Reserved Offering described herein may
not do so except in a manner that will not create any obligation on
the part of Inventiva or the Managers mentioned herein to publish a
prospectus with respect to such offer under Article 3 of the
Prospectus Directive, as modified by Prospectus Directive Amendment
2010/73/UE. Neither Inventiva nor any of the Managers has
authorized, nor will authorize, any offer of the securities
mentioned referred to herein in circumstances that would result in
the obligation on the part of Inventiva or any of the Managers to
publish a prospectus in connection with such offer.
This press release does not
constitute a prospectus within the meaning of the Prospectus
Directive.
This press release may not be
distributed, directly or indirectly, in or into the United States.
This press release does not constitute an offer of securities for
sale or the solicitation of an offer to purchase securities in the
United States or any other jurisdiction where such offer may be
restricted. Securities may not be offered or sold in the United
States absent registration under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements thereof. The securities of Inventiva
have not been and will not be registered under the Securities Act
and Inventiva does not intend to make a public offering of its
securities in the United States, Canada, Australia or Japan.
Copies of this document are not being, and should not be,
distributed in or sent into the United States.
Investors may not accept an offer
of securities referred to herein, nor acquire such securities,
unless on the basis of information contained in the Prospectus.
This announcement cannot be used as basis for any investment
agreement or decision.This press release may not be distributed,
directly or indirectly, in or into the United States, Canada,
Australia or Japan.
The Managers are acting as
financial advisers to the Company and no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of the Managers or for providing
advice in relation to this communication or any other matter
contemplated herein.
[1] Does not
include the 1,764,706 shares which may be exercised pursuant to the
call options granted by MM. Cren and Broqua.
Inventiva - PR - Pricing - 13 04
18
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: INVENTIVA via Globenewswire
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