Celyad Oncology SA: Publication of a transparency notification received from Fortress Investment Group LLC
November 21 2023 - 4:00PM
Business Wire
(Article 14 §1 of the Law of 2 May
2007)
Regulatory News:
Celyad Oncology SA (Euronext: CYAD) (“Celyad Oncology” or the
“Company”) today announced, in accordance with Article 14 of the
Belgian Law of 2 May 2007 regarding the publication of major
shareholdings in issuers whose securities are admitted to trading
on a regulated market (the “Transparency Law”), that it received a
notification of transparency dated November 17, 2023, indicating
that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment
Group LLC, has crossed the statutory threshold of 50%, holding
22,858,654 shares i.e. 52.19% of Celyad Oncology’s voting
rights.
Content of the Notification:
- Reason of the Notification:
Acquisition or disposal of voting securities or voting rights
- Notification by: A parent
undertaking or a controlling person
- Persons subject to the notification
requirement: Fortress Investment Group LLC - 1345 Avenue of
the Americas, New York, NY 10105 United States CFIP CLYD (UK)
Limited - 7 Clarges Street, 4th Floor, London W1J 8AE, United
Kingdom
- Date on which the threshold is
crossed: November 14, 2023
- Threshold that is crossed (in %):
50
A) Voting Rights
Previous notification
After the Transaction
# of voting rights
# of voting rights
% of voting rights
Holders of voting rights
Linked to the securities
Not linked to the securities
Linked to the securities
Not linked to the securities
Fortress Investment Group LLC
0
0
0
0.00 %
0.00 %
CFIP CLYD (UK) Limited
7,954,808
22,858,654
0
52.19%
Subtotal
7,954,808
22,858,654
52.19%
TOTAL
22,858,654
0
52.19%
0.00 %
B) Equivalent financial
instruments
After the transaction
Holders of equivalent financial
instruments
Type of financial instrument
Expiration date
Exercise period or date
# of voting rights that may be
acquired if the instrument is exercised
% of voting rights
Settlement
TOTAL
0
0,00%
TOTAL (A & B)
# of voting rights
% of voting rights
CALCULATE
22,858,654
52.19%
- Full chain of controlled undertakings
through which the holdings is effectively held:
- CFIP CLYD (UK) Limited (“CFIP UK”), a United Kingdom limited
liability company and a wholly- owned subsidiary of CFIP, directly
holds 22,858,654 Ordinary Shares.
- CFIP CLYD LLC, a Delaware limited liability company (“CFIP”),
is the parent of CFIP UK.
- FIP II UB Investments LP, a Delaware limited partnership (“FIP
II”), holds 50% of the membership interests in CFIP.
- FIP Fund II GP LLC, a Delaware limited liability company (“FIP
II GP”), is the general partner of FIP II.
- Hybrid GP Holdings LLC, a Delaware limited liability company
(“Hybrid GP”), is the parent of FIP II GP and indirectly controls
the general partners of certain investment funds that hold
membership interests in CFIP.
- FIG LLC, a Delaware limited liability company (“FIG LLC”),
indirectly controls the investment advisers to certain investment
funds that hold membership interests in CFIP.
- Fortress Operating Entity I LP, a Delaware limited partnership
(“FOE I”), is (i) the sole owner of FIG LLC and (ii) the managing
member of, and holds the majority of equity interest in, Hybrid
GP.
- FIG Corp., a Delaware corporation (“FIG Corp.”), is the general
partner of FOE I.
- Fortress Investment Group LLC, a Delaware limited liability
company (“Fortress”), is the sole owner of FIG Corp and has no
controlling shareholder.
- Additional information: This
transparency notification covers the subscription to 14,903,846
newly issued shares of Celyad Oncology by CFIP CLYD (UK) Limited on
14 November 2023. After the transaction, CFIP CLYD (UK) Limited
will hold 22,858,654 shares of Celyad Oncology.
Miscellaneous
- The Press Release may be consulted on the website of Celyad
Oncology: https://celyad.com/newsroom/
- The notification can be consulted on the website of Celyad
Oncology: https://celyad.com/investors/regulated-information/
- Contact person(s): Any transparency notification must be sent
to our Company by email to the attention of Georges Rawadi, Chief
Executive Officer (CEO): investors@celyad.com
About Celyad Oncology
Celyad Oncology is a cutting-edge biotechnology company
dedicated to pioneering the discovery and advancement of
revolutionary technologies for chimeric antigen receptor (CAR)
T-cells. Its primary objective is to unlock the potential of its
proprietary technology platforms and intellectual property,
enabling to be at the forefront of developing next-generation CAR
T-cell therapies. By fully leveraging its innovative technology
platforms, Celyad Oncology aims to maximize the transformative
impact of its candidate CAR T-cell therapies and redefine the
future of CAR T-cell treatments. Celyad Oncology is based in
Mont-Saint-Guibert, Belgium. For more information, please visit
www.celyad.com.
Forward-looking statements
This release may contain forward-looking statements, within the
meaning of applicable securities laws, including the Private
Securities Litigation Reform Act of 1995, as amended, including,
without limitation, statements regarding beliefs about and
expectations for the Company’s updated strategic business model,
including associated potential benefits, transactions and
partnerships, statements regarding the potential value of the
Company’s IP, and statements regarding the transparency
notification. The words “will,” “believe,” “potential,” “continue,”
“target,” “project,” “should” and similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Any
forward-looking statements in this release are based on
management’s current expectations and beliefs and are subject to a
number of known and unknown risks, uncertainties and important
factors which might cause actual events, results, financial
condition, performance or achievements of Celyad Oncology to differ
materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, without
limitation, risks related to the material uncertainty about the
Company’s ability to continue as a going concern; the Company’s
ability to realize the expected benefits of its updated strategic
business model; the Company’s ability to develop its IP assets and
enter into partnerships with outside parties; the Company’s ability
to enforce its patents and other IP rights; the possibility that
the Company may infringe on the patents or IP rights of others and
be required to defend against patent or other IP rights suits; the
possibility that the Company may not successfully defend itself
against claims of patent infringement or other IP rights suits,
which could result in substantial claims for damages against the
Company; the possibility that the Company may become involved in
lawsuits to protect or enforce its patents, which could be
expensive, time-consuming, and unsuccessful; the Company’s ability
to protect its IP rights throughout the world; the potential for
patents held by the Company to be found invalid or unenforceable;
and other risks identified in Celyad Oncology’s U.S. Securities and
Exchange Commission (SEC) filings and reports, including in the
latest Annual Report on Form 20-F filed with the SEC and subsequent
filings and reports by Celyad Oncology. These forward-looking
statements speak only as of the date of publication of this
document and Celyad Oncology’s actual results may differ materially
from those expressed or implied by these forward-looking
statements. Celyad Oncology expressly disclaims any obligation to
update any such forward-looking statements in this document to
reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based, unless required by law or regulation.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231121724901/en/
Celyad Oncology:
Investor Contact: David Georges
investors@celyad.com
Media Contact: communications@celyad.com
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