Amsterdam Molecular Therapeutics Announces Pricing of Initial Public Offering (IPO) on Euronext Amsterdam
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO OR IN THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN
Highlights
-- Offer price of EUR 10.00 per share
-- Issue of 5,000,000 new ordinary shares
-- Trading on Eurolist by Euronext expected to commence today as
of 11:00 a.m. Amsterdam time
Introduction
Amsterdam Molecular Therapeutics (AMT) Holding B.V. (to be
converted today into a public company with limited liability,
Amsterdam Molecular Therapeutics (AMT) Holding N.V.) ("AMT"), a Dutch
company active in the field of human gene therapy, announces today
that it shall issue 5,000,000 new ordinary shares with a nominal value
of EUR 0.04 each (the "Offer Shares") for an offer price of EUR 10.00
(the "Final Offer Price") per share (the "Offering"), subject to the
satisfaction of certain conditions on the settlement date of the
Offering (which is expected to be on 25 June 2007). Based on the Final
Offer Price and the issuance the Offer Price, AMT would have a market
capitalisation on commencement of trading of approximately EUR 139
million. Trading of the Offer Shares is expected to start today as of
11:00 a.m. Amsterdam time.
Company overview
AMT is a biopharmaceutical company that develops gene-based
therapies for orphan diseases. These diseases are associated with
significant morbidity and mortality resulting in substantial costs to
society, as about 6% to 8% of the total population in the Western
world is affected by one of the circa 8,000 different orphan diseases
that have been identified to date. About 80% of these identified
orphan diseases are genetic disorders. By inserting the correct gene
in the relevant tissues, our gene therapy products offer a long-term
cure of the respective disease, whereas existing treatments only treat
symptoms and subsequent medical complications.
AMT's product pipeline currently consists of six products in
different stages of development. Its lead product, AMT-011 to treat
LPL deficiency, a very serious and rare metabolic disease, is
currently in pre-registration clinical trials. For this product AMT
expects to file in Europe for market authorization in the first
quarter of 2008, followed by a filing in the US and Canada.
All of the products in AMT's pipeline are based on its AAV (Adeno
Associated Virus)-based gene insertion technology platform and its
baculovirus based manufacturing platform. AMT is focusing on AAV,
because of its proven safety. AMT genetically engineers AAV vectors to
target various organs or specific tissues, such as muscle or liver,
and even specific types of cells within these organs. By combining its
AAV-based vectors with different therapeutic genes and tissue specific
promoters, AMT has a platform vector technology that is modular in
approach and this can facilitate fast product design timelines for its
future products.
AMT's competitive strengths and attributes are as follows:
-- Delivery of a single-dose long-term cure for serious and rare
diseases (orphan diseases);
-- Modular platform that can be applied to a large number of
diseases;
-- Potential to shorten time-to-market because of R&D
capabilities and processes as well as its orphan drug focus;
-- Collaborations with leading academic research groups fueling
our future product pipeline; and
-- A proven ability to upscale the manufacturing of our lead
products.
The company's Management, Supervisory Board and Scientific
Advisory Board bring together an extensive know-how of genetics and
the biotech and pharmaceutical industries. The company was founded in
1998 by scientists of the University of Amsterdam Medical Center
(AMC).
Use of proceeds
AMT intends to use the proceeds of the IPO primarily for the
development and commercialization of its products and to build a
specialized marketing and sales team for Europe and North America
capable of selling its lead product AMT-011 for LPL deficiency.
Details of the Offering
-- 5,000,000 Offer Shares will be issued at a Final Offer Price
of EUR 10.00, subject to the satisfaction of certain
conditions on the settlement date of the Offering (which is
expected to be on 25 June 2007).
-- AMT has granted ABN AMRO Rothschild and Kempen & Co N.V. (the
"Managers") an over-allotment option exercisable within 30
calendar days after the first trading date pursuant to which
the Managers may require AMT to issue up to 750,000 additional
new ordinary shares (the "Additional Shares", and together
with the Offer Shares, the "Shares") at the Final Offer Price
to cover over-allotments made in connection with the Offering
and short positions arising from stabilisation transactions
(the "Over-Allotment Option"). ABN AMRO Bank N.V. will act as
stabilisation agent on behalf of the Managers.
-- Immediately after completion of the Offering, AMT expects to
have 14,680,493 ordinary shares outstanding (assuming full
exercise of the Over-Allotment Option), of which 63.6% will be
owned by Advent Venture Partners, Forbion Capital Partners,
Gilde Healthcare Partners, Essential Medical Treatments AG,
Credit Agricole Private Equity and Amsterdam Medical Center
(the "Major Shareholders"), excluding any Shares acquired by
the Major Shareholders in the Offering.
-- AMT, the members of its Board of Management, two members of
its Supervisory Board and the members of its Senior Management
have entered into a lock-up agreement for a period of 360 days
after the settlement date of the Offering. The Major
Shareholders have entered into a lock-up agreement for a
period of 180 days after the settlement date of the Offering,
with further restrictions during a subsequent period of 180
days.
-- All of the existing ordinary shares (including the Shares)
will be admitted to listing and trading on Eurolist by
Euronext under the symbol AMT. Trading of AMT's shares on
Eurolist by Euronext is expected to commence today as of 11:00
a.m. Amsterdam time on an "as-if-and-when-issued" basis.
-- The estimated net proceeds of the Offering amount to EUR
46,325,000 (excluding exercise of the Over-Allotment Option)
and EUR 53,468,750 (including exercise of the Over-Allotment
Option), respectively.
Pricing statement
AMT deposited a pricing statement with the Authority for the
Financial Markets (Stichting Autoriteit Financiele Markten) ("AFM") on
20 June 2007 containing, inter alia, the above details of the Offering
as well as (a) a table presenting the holdings of our Major
Shareholders owned prior to completion of the Offering and upon
completion of the Offering, and (b) a table setting forth AMT's
unaudited consolidated cash and cash equivalents, capitalization and
indebtedness at 30 April 2007 and as adjusted on a pro forma basis to
reflect the completion of the Offering.
Joint Global Coordinators, Joint Bookrunners and Joint Listing
Agents
ABN AMRO Rothschild and Kempen & Co are acting as Joint Global
Coordinators, Joint Bookrunners and Joint Listing Agents.
Prospectus
For more information on the Offering and AMT please refer to the
prospectus dated 6 June 2007 and the supplement to the prospectus
dated 8 June 2007 (collectively the "Prospectus"). Copies of the
Prospectus as approved by the AFM can be obtained in electronic form
from the website of Euronext Amsterdam N.V. (www.euronext.com) (Dutch
residents only) or can be obtained in hard copy free of charge through
ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam, The
Netherlands (fax: +31 20 628 0004, e-mail: prospectus@nl.abnamro.com)
and Kempen & Co, Beethovenstraat 300, 1077 WZ Amsterdam (fax: 020 348
8594, e-mail: documents@kempen.nl).
For further information, go to www.amtpharma.com
THIS DOCUMENT IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION
AND MAY NOT BE REPRODUCED, FURTHER DISTRIBUTED TO ANY PERSON OR
JURISDICTION OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.
This announcement is an advertisement for the purposes of
Directive 2003/71/EC and does not constitute a prospectus.
This announcement is not an offer to sell or a solicitation of any
offer to buy any Shares or other securities of Amsterdam Molecular
Therapeutics (AMT) Holding N.V. (the "Company") in the United States
or in any other jurisdiction, nor shall it or any part of it nor the
fact of its distribution form the basis of, or be relied on in
connection with, any contract or investment decision.
The Prospectus has been made generally available in the
Netherlands and may be obtained at no cost through the website of
Euronext Amsterdam (Dutch residents only) and as otherwise set out
herein. Any investor should make his investment, solely on the basis
of information that is contained in the Prospectus
In connection with the Offering, ABN AMRO Bank N.V. (the
"Stabilisation Manager") (or persons acting on behalf of the
Stabilisation Manager) may over-allot Shares or effect transactions
with a view to supporting the market price of the shares at a level
higher than that which might otherwise prevail. However, there is no
assurance that the Stabilisation Manager (or persons acting on behalf
of the Stabilisation Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate
public disclosure of the final offer price of the Shares is made and,
if begun, may be ended at any time, but it must end no later than 30
days after allotment of the Shares.
No reliance may be placed for any purposes whatsoever on the
information in this announcement or on its completeness. None of the
Company, ABN AMRO Rothschild or Kempen & Co N.V. nor any of their
respective directors, officers, employees or advisers nor any other
person makes any representation or warranty, express or implied, as
to, and accordingly no reliance should be placed on, the fairness,
accuracy or completeness of, the information contained in this
announcement or of the views given or implied. None of the Company,
ABN AMRO Rothschild or Kempen & Co N.V. nor any of their respective
directors, officers, employees or advisers nor any other person shall
have any liability whatsoever for any errors or omissions or any loss
howsoever arising, directly or indirectly, from any use of this
announcement or its contents or otherwise arising in connection
therewith.
Certain statements in this announcement are forward-looking
statements. These forward-looking statements speak only as at the date
of this announcement. Such statements are based on current
expectations and beliefs and, by their nature, are subject to a number
of known and unknown risks and uncertainties that could cause actual
results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking
statement. The information and opinions expressed in this announcement
are subject to change without notice and none of the Company, ABN AMRO
Rothschild or Kempen & Co N.V. assumes any responsibility or
obligation to update publicly or review any of the forward-looking
statements contained herein, regardless of whether those statements
are affected by the results of new information, future events or
otherwise.
The Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act") and may not
be offered or sold in the United States unless registered under the
Securities Act or an exemption from such registration is available. No
public offering of Shares or other securities of the Company is being
made in the United States.
This announcement is directed at and distributed only to (i)
persons outside the United Kingdom, or (ii) 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 or (iii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005. Any investment or investment
activity to which this announcement relates is available only to and
will be engaged in only with such persons. This announcement is
confidential and is provided to recipients on a personal basis and
must not be transferred or assigned or otherwise acted on or relied
upon by persons within the United Kingdom who receive this
announcement (other than persons falling within (ii) and (iii) above).