NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Kiadis Pharma N.V. (“Kiadis Pharma”, “Kiadis” or the “Company”), a clinical stage biopharmaceutical company developing innovative cell-based immunotherapy treatments, announces today that the orderbook for up to 2,272,727 shares is covered in the context of its Initial Public Offering of new shares with admission to listing on the regulated markets of Euronext Amsterdam and Euronext Brussels (the “Offering”). The offering period of the Offering started on 17 June 2015 and is expected to run until 12:00pm (CEST) for retail investors and 4:00pm (CEST) for institutional investors on 30 June 2015.
Offering
The Offering was announced on 17 June 2015 and relates to an offering of up to 2,272,727 new ordinary shares of the Company which may be increased by up to 15% (the “Increase Option”). In addition, Kempen & Co, acting as stabilization manager, on behalf of Kempen & Co and KBC Securities, has been granted an option by the Company to purchase additional new shares in an aggregate amount equal to up to 15% of the number of offered shares (as possibly increased by the Increase Option) subscribed for in the Offering at the offer price to cover over-allotments or short positions, if any, in connection with the Offering (the "Over-Allotment Option", the shares offered in the Offering, including the shares issued pursuant to the Over-Allotment Option and the shares issued pursuant to the Increase Option collectively being referred to as the "Offer Shares”).
The price range for the Offering is set at EUR 11.00 and EUR 13.75 per Offer Share. The results of the Offering, the allocation for retail investors, and the final offer price are expected to be published in a pricing statement on or about 1 July 2015. The Company’s shares are expected to be admitted to trading on the regulated markets of Euronext Amsterdam and Euronext Brussels on or about 2 July 2015.
Prospectus
Kiadis Pharma has published a prospectus relating to the Offering and the contemplated listing of its shares on Euronext Amsterdam and Euronext Brussels dated 16 June 2015 (the “Prospectus”). The Prospectus constitutes a prospectus for the purposes of article 3 of the Directive 2003/71/EC as amended (the "Prospectus Directive") and has been prepared pursuant to article 5:2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder. This Prospectus has been approved by and filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) and is notified to the Belgian Financial Services and Markets Authority (the "FSMA") for passporting in accordance with article 18 of the Prospectus Directive. The Prospectus includes a section entitled “3. Risk Factors” and prospective investors should carefully consider the risks described in this section prior to making an investment decision. The Prospectus is available on Kiadis Pharma’s website: www.kiadis.com/ipo and on the websites www.kbc.be/kiadis, www.kbcsecurities.be and www.bolero.be/nl/kiadis.
About Kiadis Pharma
Kiadis Pharma is a clinical stage biopharmaceutical company focused on research, development and future commercialisation of cell-based immunotherapy products for the treatment of blood cancers and inherited blood disorders. The Company believes that its innovative products have the potential to address the current risks and limitations connected with allogeneic hematopoietic stem cell transplantation (HSCT). Although currently not a viable option for many patients, HSCT is generally regarded as the most effective curative approach to blood cancers and certain inherited blood disorders. The Company expects that HSCT could become a first-choice treatment for blood cancers and inherited blood disorders once current risks and limitations are addressed, thereby meeting a significant unmet medical need with its products.
Currently, ATIR™101 is being tested in an open-label Phase II trial in patients with blood cancer who have not found a matching donor and where a partially matched (haploidentical) family member is used as donor for HSCT.
Kiadis Pharma is supported by a group of leading international investors including LSP, Alta Partners, DFJ Esprit, Quest for Growth, MedSciences Capital and NOM. Kiadis Pharma is based in Amsterdam, the Netherlands. Further information can be found at: www.Kiadis.com
About ATIR™
During HSCT treatment the bone marrow, harbouring the diseased cells, is completely destroyed and subsequently replaced by stem cells from a healthy donor. After an HSCT treatment it usually takes at least six to twelve months to recover to near-normal blood cell levels and immune cell functions in a patient that has received a transplant. During this period, the patient is highly susceptible and vulnerable to infections caused by bacteria, viruses and fungi. Immune cells in ATIR™ (Allodepleted T-cell ImmunotheRapeutics) will help fight these opportunistic infections and bridge the time until the immune system has fully re-grown from stem cells in the transplanted graft.
In ATIR™, T-cells that cause Graft-versus-Host-Disease (GVHD) are eliminated from the donor lymphocytes, which minimises the risk of GVHD and any related morbidity and mortality. At the same time, ATIR™ contains potential cancer killing T-cells from the donor that could eliminate residual cancer cells and avoid the return of the disease. ATIR™ allows the use of haploidentical grafts that are almost entirely depleted of T-cells, which eliminates the need for immunosuppressive drugs. ATIR™ subsequently provides the patient with immune cells that do not cause GVHD. As a result, ATIR™ solves the problem of not finding a matched donor in time and has the potential to make curative HSCT a viable option to many more patients.
The Company estimates that approximately 35% of patients who are eligible for, and who are in urgent need of, HSCT will not find a matching donor in time. A partially matched (haploidentical) family donor, however, will be available to over 95% of patients. The use of haploidentical donor grafts without ATIR™ is only feasible in conjunction with severe immunosuppression which renders the patient highly vulnerable to infections with severe clinical complications, resulting potentially in death.
Important Legal Information
Not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States or the District of Columbia), Australia, Canada, Japan or South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement is not a prospectus and does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
This communication is not an offer to sell or a solicitation of any offer to buy the securities of Kiadis Pharma N.V. (the “Company”, and such securities the “Securities”) in the United States or in any other jurisdiction.
The Securities 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 Securities of the Company is being made in the United States.
This announcement does not constitute a prospectus. The offer to acquire securities pursuant to the proposed offering has been made, and any investor should make his investment, solely on the basis of information that is contained in the prospectus that has been made generally available in the Netherlands and Belgium in connection with such offering.
Copies of the prospectus may be obtained at no cost through the Company’s website www.kiadis.com/ipo and on the websites www.kbc.be/kiadis, www.kbcsecurities.be and www.bolero.be/nl/kiadis.
This communication is directed only at (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 (the "Order") or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order or (iv) any other person to whom the communication can lawfully be made in accordance with the Order. Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such persons. Persons within the United Kingdom who receive this communication (other than persons falling within (ii), (iii) and (iv) above) should not rely on or act upon this communication.
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