ATLANTA, Sept. 4, 2018 /PRNewswire/ -- Alimera Sciences,
Inc. (NASDAQ: ALIM) (Alimera), a leader in the commercialization
and development of prescription ophthalmic pharmaceuticals, today
announced that it has closed an agreement with Deerfield Management
and certain of its affiliates (Deerfield) to exchange the Alimera
Series B Convertible Preferred Stock previously held by Deerfield
(the Series B) for newly issued Alimera Series C Convertible
Preferred Stock (the Series C). Deerfield is exchanging all 8,416
shares of the Series B it purchased in December 2014 for
10,150 newly issued shares of the Series C.
"In the past, we believe the significance of the Series B
liquidation preference, notwithstanding the limited circumstances
in which the holders might have received it, negatively affected
the value attributable to our common shareholders. We are very
pleased that Deerfield was willing to work with us to revise our
capital structure and reduce its stated preference by over
$40 million. The new Series C will clarify our overall
valuation because its impact on our other investors will be easier
to understand," said Rick Eiswirth,
President and Chief Financial Officer of Alimera. "We appreciate
Deerfield's continued engagement with, and investment in,
Alimera."
The Series B, which was eliminated from Alimera's authorized
capital after the closing of the exchange, had an aggregate stated
value of $50,750,000 and was
convertible into shares of the Company's common stock at
$6.03 per share, for a total of
8,416,252 common shares. The Series B was not redeemable at the
option of the holder and had an aggregate $50,750,000 liquidation preference in the event
of a liquidation, dissolution or winding up of the
Company.
The Series C has an aggregate stated value of $10,150,000 and is convertible into shares of the
Company's common stock at $1.00 per
share, for a total of 10,150,000 common shares. Like the retired
Series B, the Series C is not redeemable at the option of the
holder. The Series C's aggregate liquidation preference of
$10,150,000, a significant reduction
from the Series B, applies to a broader range of transactions than
the aggregate liquidation preference of the Series B. The
Series C liquidation preference applies not only in the event of a
liquidation, dissolution or winding up of the Company but also in
the event of certain mergers, tender offers and assets sales. In
any such event, the holders of the Series C will receive the
greater of (a) the liquidation preference, plus any declared but
unpaid dividends, or (b) the amount such holders would receive had
all shares of the Series C been converted into common stock
immediately before such event. The Series C, like the Series B, is
subject to the prior and superior rights of the holders of
Alimera's Series A Convertible Preferred Stock.
Conference Call to be Held September
5, 2018
A conference call will be hosted by Dan
Myers, Chief Executive Officer, and Rick Eiswirth, President and Chief Financial
Officer, to discuss this transaction. The call will be held at
8:30 a.m. ET, on September 5, 2018. Please refer to the
information below for conference call dial-in information and
webcast registration.
Conference date: September 5,
2018, 8:30 AM ET
Conference dial-in: 877-269-7756
International dial-in: 201-689-7817
Conference Call Name: Alimera Sciences Series B Preferred Stock
Exchange
Following the live call, a replay will be available on Alimera's
website, www.alimerasciences.com, under "Investor Relations."
About Alimera Sciences, Inc.
www.alimerasciences.com
Alimera, founded in June 2003, is
a pharmaceutical company that specializes in the commercialization
and development of prescription ophthalmic pharmaceuticals. Alimera
is presently focused on diseases affecting the back of the eye, or
retina, because these diseases are not well treated with current
therapies and will affect millions of people in our aging
populations. Alimera's commitment to retina specialists and
their patients is manifest in Alimera's product and development
portfolio designed to treat early- and late-stage diseases. For
more information, please visit www.alimerasciences.com.
Forward-Looking Statements
The officers of Alimera may make "forward-looking statements,"
within the meaning of the Private Securities Litigation Reform Act
of 1995, in the conference call referenced above. Such
forward-looking statements would be based on current expectations
and could involve inherent risks and uncertainties that could cause
actual results to differ materially from those projected in the
forward-looking statements. Meaningful factors which could cause
actual results to differ include, but are not limited to, the
factors discussed in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of Alimera's Annual Report on Form 10-K for
the year ended December 31, 2017 and
Alimera's Quarterly Report on Form 10-Q for the three months ended
June 30, 2018, which are on file with
the Securities and Exchange Commission (SEC) and available on the
SEC's website at http://www.sec.gov.
Besides the risks described in Alimera's filings with the SEC,
other unknown or unpredictable factors could affect Alimera's
results. There can be no assurance that the actual results or
developments anticipated by Alimera will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, Alimera. Therefore, no assurance
can be given that the outcomes stated in such forward-looking
statements and estimates will be achieved. All forward-looking
statements contained in this press release are expressly qualified
by the cautionary statements contained or referred to herein.
Alimera cautions investors not to rely too heavily on the
forward-looking statements Alimera makes or that are made on its
behalf. These forward-looking statements speak only as of the
date of this press release (unless another date is indicated).
Alimera undertakes no obligation, and specifically declines any
obligation, to publicly update or revise any such forward-looking
statements, whether as a result of new information, future events
or otherwise.
For press
inquiries:
Katie
Brazel
for Alimera
Sciences
404-317-8361
kbrazel@bellsouth.net
|
For investor
inquiries:
CG Capital
for Alimera
Sciences
877-889-1972
investorrelations@cg.capital
|
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SOURCE Alimera Sciences, Inc.