LEIDEN, The Netherlands,
November 22, 2016 /PRNewswire/ --
THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN
WHOLE OR IN PART , DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.
Pharming Group N.V. ("Pharming" or "the Company") (Euronext
Amsterdam: PHARM) announces the launch of a 1 for 7 Rights Issue of
up to 58,943,624 shares to raise approximately €12.1 million to
existing shareholders its financing plans to enable the completion
of the acquisition of the North American commercialization rights
to RUCONEST® from Valeant Pharmaceuticals International, Inc.
(NYSE/TSX: VRX) ("Valeant"), as announced on 9 August 2016 (the "Transaction").
Highlights
- 1 for 7 Rights Issue to shareholders of 58,943,624 shares to
raise approximately €12.1 million
- Issue price of the Rights €0.205 per share representing a
discount of 10% to the 20-day volume weighted average price to
18 November 2016
- Any Rights not taken up by existing shareholders or eligible
persons to be offered to institutional investors, some of whom have
already indicated their intention to subscribe for New Shares
represented by unexercised Rights
- The rights are tradable on Euronext Amsterdam under the symbol"
PHAOR"
- Board of Management to take up their full allotments under the
Rights Issue
- Prospectus for the Rights Issue can be obtained at Pharming's
website
Pharming announced yesterday that it has agreed terms with
investors for a series of financing transactions which, together
with this Rights Issue and upon closing, will raise €111.8 million
gross, or €85 million after payment of costs and repayment of
existing debt. This set of funding transactions will enable the
Company to meet the upfront payment and complete its acquisition of
the North American commercialization rights to RUCONEST® from
Valeant Pharmaceuticals International, Inc. (NYSE/TRX: VRX)
("Valeant"), and to accelerate the development of sales of
RUCONEST® in North America.
This acquisition transaction will be completed as soon as
sufficient of the instruments have closed to enable the Company to
do so. This is currently expected to be prior to the closing of the
Rights Offer.
A prospectus for the Rights Issue has been published and can be
obtained from Pharming's website at
http://www.pharming.com/downloads/prospectus_2016.pdf. The
Prospectus contains the precise details of the Rights Issue as well
as information on the financing instruments and information
regarding the risks relating to the Company, the Transaction and
the business.
The Company has confirmed the following timetable for the Rights
Issue:
______________________________________________________________________
Record Date Immediately after the close of
trading on Euronext Amsterdam
at 17:40 CET on 22 November
2016
Ex-Rights trading in the Shares commences 09:00 CET on 23 November 2016
Exercise Period commences
09:00 CET on 23 November 2016
Trading in the Rights commences 09:00 CET on 23 November 2016
Trading in the Rights ceases 17:40 CET on 29 November 2016
Exercise Period ends 17:40 CET on 30 November 2016
Allotment of New Shares
Expected on 2 December 2016
Issue of, payment for and delivery of, the New Shares Expected on 6 December 2016
(including the Rump Shares) (Settlement Date) and
start of trading in the New Shares
Board of Management
Pharming Group N.V.
Leiden, 21 November 2016
About Pharming Group N.V.
Pharming is a specialty pharmaceutical company developing
innovative products for the safe, effective treatment of rare
diseases and unmet medical needs. Pharming's lead product,
RUCONEST® (conestat alfa) is a recombinant human C1 esterase
inhibitor approved for the treatment of acute Hereditary Angioedema
("HAE") attacks in patients in Europe, the US and rest of the world. The
product is available on a named-patient basis in other territories
where it has not yet obtained marketing authorization.
RUCONEST® is commercialized by Pharming in Algeria, Andorra, Austria, Bahrain, Belgium, France, Germany, Ireland, Jordan, Kuwait, Lebanon, Luxembourg, Morocco, Netherlands, Oman, Portugal, Qatar, Syria,
Spain, Switzerland, Tunisia, United Arab
Emirates, United Kingdom
and Yemen.
RUCONEST® is distributed by Swedish Orphan Biovitrum AB (publ)
(SS: SOBI) in the other EU countries, and in Azerbaijan, Belarus, Georgia, Iceland, Kazakhstan, Liechtenstein, Norway, Russia, Serbia, and Ukraine.
RUCONEST® is distributed in the United
States by a subsidiary of Valeant Pharmaceuticals
International, Inc. (NYSE: VRX/TSX: VRX), following Valeant's
acquisition of Salix Pharmaceuticals, Ltd.
RUCONEST® is distributed in Argentina, Colombia, Costa
Rica, the Dominican
Republic, Panama and
Venezuela by Cytobioteck, in
South Korea by HyupJin Corporation
and in Israel by Megapharm.
RUCONEST® is also being investigated in a Phase II clinical
trial for the treatment of HAE in young children (2-13 years of
age) and evaluated for various additional follow-on
indications.
Pharming's technology platform includes a unique, GMP-compliant,
validated process for the production of pure recombinant human
proteins that has proven capable of producing industrial quantities
of high quality recombinant human proteins in a more economical and
less immunogenetic way compared with current cell-line based
methods. Leads for enzyme replacement therapy ("ERT") for Pompé and
Fabry's diseases are being optimized at present, with additional
programs not involving ERT also being explored at an early stage at
present.
Pharming has a long term partnership with the China State
Institute of Pharmaceutical Industry ("CSIPI"), a Sinopharm
company, for joint global development of new products, starting
with recombinant human Factor VIII for the treatment of Haemophilia
A. Pre-clinical development and manufacturing will take place to
global standards at SIPI and are funded by SIPI. Clinical
development will be shared between the partners with each partner
taking the costs for their territories under the partnership.
Additional information is available on the Pharming website:
http://www.pharming.com
Forward-looking Statements
This press release of Pharming Group N.V. and its
subsidiaries ("Pharming", the
"Company" or the
"Group") may contain forward-looking
statements including without limitation those regarding
Pharming's financial projections, market
expectations, developments, partnerships, plans, strategies and
capital expenditures.
The Company cautions that such forward-looking statements may
involve certain risks and uncertainties, and actual results may
differ. Risks and uncertainties include without limitation the
effect of competitive, political and economic factors, legal
claims, the Company's ability to protect intellectual
property, fluctuations in exchange and interest rates, changes in
taxation laws or rates, changes in legislation or accountancy
practices and the Company's ability to identify,
develop and successfully commercialize new products, markets or
technologies.
As a result, the Company's actual performance,
position and financial results and statements may differ materially
from the plans, goals and expectations set forth in such
forward-looking statements. The Company assumes no obligation to
update any forward-looking statements or information, which should
be taken as of their respective dates of issue, unless required by
laws or regulations.
The distribution of this announcement in jurisdictions other
than the Netherlands may be
affected by the laws of relevant jurisdictions. Therefore any
persons who are subject to the laws of any jurisdiction otherthan
the Netherlands will need to
inform themselves about, and observe any applicable requirements.
Investors will need to base their investment decision on the
prospectus and particularly the risk factors as described in the
prospectus that the Company will publish in connection with the
rights issue. When made generally available, copies of the
prospectus may be obtained at no cost from the Company or through
the website of the Company, subject to certain regulatory
restrictions.
This announcement is for information purposes only and shall
not constitute an offer to buy, sell, issue or subscribe for, or
the solicitation of an offer to buy, sell, issue, or subscribe for,
any securities in the Company or any other entity. Any such offer
pursuant to the proposed rights issue is made solely by means of
the prospectus dated 21 November 2016
and any supplement or amendment thereto and any acquisition of
securities in the Company should be made solely on the basis of the
information contained therein.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in, into or from the
United States of America (including its territories and
possessions, any state of the United
States of America (the "United States" or the
"US")), Australia, Canada, Japan
or the Republic of South Africa
or transmitted, distributed to, or sent by, any national or
resident or citizen of any such countries or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each a
"Restricted Jurisdiction"). Any failure to
comply with this restriction may constitute a violation of
United States, Australian,
Canadian, Japanese or South African securities laws.
The securities mentioned in this announcement have not been,
and will not be, registered under the US Securities Act of 1933 (as
amended) (the "US Securities Act"), and
may not be offered or sold in the United
States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. No public offer of the shares is being made in
the United States and the
information contained herein does not constitute an offering of
securities for sale in the United
States.
This announcement is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investments and are: (i) if in a member state of the
European Economic Area, qualified investors within the meaning of
article 2(1)(e) of the Prospectus Directive
("Qualified Investors"); or (ii) if in
the United Kingdom, Qualified
Investors and fall within: (a) article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the
"Order"); or (b) article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc.) of
the Order (all such persons together being referred to as
"Relevant Persons"). The term
"Prospectus Directive" means Directive
2003/71/EC as amended and includes any relevant implementing
measures in each member state of the European Economic
Area.
Contacts:
Pharming Group N.V.
Sijmen de Vries, CEO
Tel: +31-71-524-7400
Robin Wright, CFO
Tel: +31-71-524-7400
FTI Consulting:
Julia Phillips / Victoria Foster Mitchell
Tel: +44-203-727-1136
Lifespring Life Sciences Communication
Leon Melens
Tel: +31-6-538-164-27
PRN NLD