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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN
A prospectus was approved by the Belgian Financial Services and Markets Authority on 20 January 2015 and has been notified to the French Autorité des Marchés Financiers on 21 January 2015 in accordance with the European passport mechanism provided for by Directive 2003/71/CE. The prospectus may be obtained, free of charge, per simple request, at the registered office of Bone Therapeutics SA (rue Adrienne Bolland 8, 6041 Gosselies), by e-mail to investorrelations@bonetherapeutics.com or by phone call to +32 (0)2 529 59 90 or at the offices of Banque Degroof. The prospectus is also available on the website of Bone Therapeutics SA (www.bonetherapeutics.com) as well as on the website of Banque Degroof (www.degroof.be), subject to certain conditions (ie the acceptance of a disclaimer). The prospectus is available in English and in French, and a summary in Dutch has been prepared.
Any decision to invest in the offered shares involves a high degree of risk. Bone Therapeutics SA’s main assets are intellectual property rights concerning technologies that have not led yet to the commercialisation of any product. Bone Therapeutics SA has never been profitable.
Bone Therapeutics Launches its Initial Public Offering on Euronext Brussels and Euronext Paris
Pricing set between EUR 14.5 and EUR 16.5 per share
EUR 10M already committed from existing shareholders and bondholders
Gosselies, Belgium, 21 January 2015 - BONE THERAPEUTICS, a leader in bone cell therapy addressing high unmet medical needs in the field of bone fracture repair and bone fracture prevention, today announces the terms of its Initial Public Offering on Euronext Brussels and Euronext Paris.
Highlights of the Offering
- Bone Therapeutics offering is to subscribe for up to 1,750,000 new ordinary shares, which can be increased by a maximum of 15% to 2,012,500.
- An over-allotment option of additional shares equal to up to 15% of the number of new shares subscribed for in the offering covered by an over-allotment warrant.
- The indicative price range of the offering has been set at a minimum of € 14.5 and a maximum of € 16.5 per share.
- The offering comprises
- A public offering in Belgium and France to retail investors
- A placement to institutional investors in certain jurisdictions outside the US in accordance with Regulation S under the US Securities Act of 1933, as amended, and, in the member states of the EEA (other than Belgium and France) pursuant to an exemption under the Prospectus Directive as implemented in the relevant member state.
- The offer period will run from 22 January to 2 February 2015 inclusive, subject to acceleration or suspension (the “Offering Period”).
- The Company’s shares will be admitted to trading on the regulated markets of Euronext Brussels and Euronext Paris
- The expected first date of trading is 6 February 2015.
Bone Therapeutics has secured EUR 10M ahead of book-building
- Certain shareholders and bondholders of the Company have committed to subscribe to offered shares in the Offering for a total amount of €10,350,000.
- The Company has undertaken to fully allocate the amount of offered shares subscribed by these anchor investors, even in case of over-subscription of the Offering.
Commenting on today’s announcement, Enrico Bastianelli, CEO of Bone Therapeutics, said: “We believe our innovative bone cell therapy technology, which brings a minimally invasive approach to fracture repair and fracture prevention treatment, is poised to address areas of high unmet patient needs where there is little market competition."
"The funds we intend to raise through this Offering should enable us to further develop our advanced and diversified product pipeline, accelerate clinical trials and help to bring these innovative products to the patients who need them.”
The Company’s strategy is to:
- Accelerate pivotal Phase III trials and advance towards market authorization
- Finalize promising Phase II trials
- Launch clinical trials in the US
- Leverage its bone cell differentiation platform and progress the preclinical pipeline
- Scale-up of manufacturing capabilities
- Build development and commercial partnerships
Key success factors
- A leader in bone cell therapy with a unique breakthrough technology
- An optimized approach
- Strong clinical proof-of-concepts
- Favourable Phase III trial designs
- Broad pipeline with 5 indications
- A sound strategy in fracture repair and prevention
- An experienced management team backed by a high level scientific committee
Company background
Bone Therapeutics, based in Gosselies, Belgium, is a biotechnology company with an advanced clinical pipeline of cell therapy products for bone fracture repair and fracture prevention (two Phase III and three Phase II). These areas are characterized by high unmet medical needs due to the lack of efficacious and safe, minimally invasive, treatments and by limited competition, despite large markets. The current standard-of-care involves heavy surgery and long recovery periods. The Company is creating a new and unique treatment approach using differentiated bone-forming cells (osteoblasts) administered via a minimally invasive percutaneous procedure, expected to offer significant benefits over the current standard-of-care.
Use of proceeds
The purpose of the offering is to support and accelerate the development of the Company and facilitate the future financing by establishing a public market for the shares of the Company and providing it with access to capital markets.
The Company intends to use the net proceeds from the Offering (net of fees and expenses to be paid by the Company) for the following purposes:
- Proceed with its two pivotal Phase III (including the acceleration of patient enrolment) and three Phase I/II clinical trials ongoing in Europe
- Optimize production in order to reduce costs of goods sold and to increase production capacity
- Finance general corporate purposes
- Launch clinical trials in the US
Financial Intermediaries
Bryan, Garnier & Co will act as Global Coordinator, and Kepler Cheuvreux and Bank Degroof will act as joint lead managers and joint bookrunners.
Details of the Offering
The Offering is comprised of (i) a public offering in Belgium and in France to retail investors and (ii) private placements outside the United States in offshore transactions in accordance with Regulation S under the Securities Act to qualified investors, and, with respect to the EEA, pursuant to an exemption under the Prospectus Directive where implemented by the relevant member state.
The final offer price (the “Offer Price”) will be determined by the Company on the basis of a book-building procedure conducted during the Offering Period, in which only institutional investors can participate.
The Offer Price will be determined as soon as possible after the end of the Offering Period on the allocation date, which is expected to take place on 3 February 2015 and will be published on the website of the Company and by press release on the first publishing day following its determination, which is expected to be 4 February 2015. Both dates are subject to the acceleration or suspension of the Offering Period.
The Offer Price is expected to range between € 14.5 and € 16.5 per offered share.
The Offering Period will begin on 22 January 2015 and is expected to close at 5:00 p.m. Brussels time on 2 February 2015, unless it is closed or suspended earlier, provided that the Offering Period will in any event be open for at least six business days as from the availability of this Prospectus. Any acceleration or suspension of the Offering Period will be announced on the website of the Company and by press release, and the dates for pricing, allocation, publication of the Offer Price and results of the Offering, listing and trading and completion of the Offering will be adjusted accordingly.
In accordance with Belgian and French regulations, no less than 10% of the offered shares will be reserved for retail investors. However, the proportion of offered shares allocated to retail investors may be higher or lower than 10% of the offered shares, if retail investors have applied in aggregate for more or less, respectively, than this percentage.
The Company has the right to proceed with a capital increase for a reduced number of shares. The actual number of offered shares subscribed for or sold in the Offering will be confirmed on the website of the Company and by press release together with the Offer Price. The minimum amount set for the Offering is € 17.5 million, below which the Offering will not be completed.
The global coordinator will be granted an Over-allotment Option, exercisable for a period of 30 calendar days from the listing date, to subscribe for new shares at the final Offer Price for the sole purpose of allowing the global coordinator to cover over-allotments, if any.
All offered shares will be delivered against payment in dematerialized form, through Euroclear Belgium, the Belgian central securities depository.
Summary Timetable
| Date |
Event |
| 22 January 2015 |
Expected start of the Offering Period |
| 2 February 2015 |
Expected end of the Offering Period |
| 3 February 2015 |
Expected allocation date |
| 4 February 2015 |
Expected publication date of the Offer Price and results of the Offering |
| 5 February 2015 |
Expected closing date (payment and delivery) |
| 6 February 2015 |
Expected listing date and start of trading |
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