BELLUS Health Closes US$70 Million Public Offering of Common Shares in Canada and the United States
September 09 2019 - 9:09AM
Business Wire
BELLUS Health Inc. (“BELLUS Health” or the “Company”) (Nasdaq:
BLU; TSX: BLU), a clinical-stage biopharmaceutical company
developing novel therapeutics for the treatment of chronic cough
and other hypersensitization-related disorders, today announced
that it has completed its previously-announced underwritten public
offering in Canada and the United States (the “Offering”) of
9,859,155 common shares at a price to the public of US$7.10 per
common share, for total gross proceeds of approximately US$70
million, before deducting the underwriting commissions and any
expenses related to the Offering. In addition, the Company has
granted the underwriters a 30-day over-allotment option to purchase
up to an additional 1,478,873 common shares from the Company on the
same terms and conditions.
BELLUS Health’s common shares are now dual-listed on the Nasdaq
Global Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”)
under the trading symbol “BLU”.
The Company intends to use the net proceeds of the Offering
primarily to fund research and development activities, general and
administrative expenses, working capital needs and other general
corporate purposes, as set out in the Supplement (as defined
below).
Jefferies, Cowen and Guggenheim Securities acted as joint
book-running managers, Baird acted as lead manager, and Bloom
Burton Securities acted as co-manager for the Offering.
The Offering was made in Canada pursuant to a prospectus
supplement (the “Supplement”) to the Company’s short form base
shelf prospectus dated July 26, 2019 (the “Base Prospectus”) and in
the United States pursuant to a registration statement on Form
F-10, which went effective with the U.S. Securities and Exchange
Commission (the “SEC”) on September 5, 2019 (the “Registration
Statement”), containing the Supplement and Base Prospectus filed
with the SEC in accordance with the Multijurisdictional Disclosure
System established between Canada and the United States.
The Supplement and the accompanying Base Prospectus contain
important detailed information about the Offering. The Supplement
and the accompanying Base Prospectus can be found on SEDAR at
www.sedar.com, on EDGAR at www.sec.gov and on the Company’s website
at www.bellushealth.com. Copies of the Supplement and accompanying
Base Prospectus may also be obtained from the Company, by telephone
at 450-680-4500 or by email at info@bellushealth.com, or you may
request them from: Jefferies LLC, Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY
10022, by telephone at 877-821-7388 or by email at
prospectus_department@jefferies.com; Cowen and Company, LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, Attention: Prospectus Department, by telephone at
631-592-5973 or by email at PostSaleManualRequests@broadridge.com;
or Guggenheim Securities, LLC, Attention: Equity Syndicate
Department, 330 Madison, 8th Floor, New York, NY 10017, by
telephone at 212-518-9658 or by email at
GSEquityProspectusDelivery@guggenheimpartners.com.
Insider Participation
Insiders of the Company, Chairman of Board Dr. Francesco
Bellini, director Mr. Franklin M. Berger and Orbimed Advisors LLC
(“Orbimed”), of which director Mr. Chau Q. Khuong is a partner,
purchased an aggregate of 855,845 common shares under the Offering
or 8.68% of the shares issued under the Offering. Being insiders of
the Company, subscriptions for common shares by Dr. Bellini, Mr.
Berger and Orbimed are related party transactions within the
meaning of applicable Canadian securities laws.
The subscriptions by Dr. Bellini, Mr. Berger and Orbimed are
exempt from the formal valuation and minority approval requirements
applicable to related party transactions on the basis that the
value of the transactions insofar as they involve related parties
is less than 25 percent of the Company's market capitalization. The
Board of Directors of the Company has approved the Offering, and
each of Dr. Bellini, Mr. Berger and Mr. Khuong declared their
respective interest and abstained from voting thereon. A material
change report in respect of this related party transaction could
not be filed earlier than 21 days prior to the closing of the
Offering due to the Offering being launched on September 3, 2019
and the terms of the participation of certain of the non-related
parties and the related parties in the Offering confirmed shortly
before closing.
No regulatory authority has either approved or disapproved the
contents of this news release. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any province,
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such province, state or
jurisdiction.
About BELLUS Health
BELLUS Health is a clinical-stage biopharmaceutical company
developing novel therapeutics for the treatment of chronic cough
and other hypersensitization-related disorders. The Company’s
product candidate, BLU-5937, is being developed for the treatment
of chronic cough and chronic pruritus.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release may constitute
“forward-looking statements” within the meaning of applicable
securities laws. Such statements, based as they are on the current
expectations of management, inherently involve numerous important
risks, uncertainties and assumptions, known and unknown. In this
news release, such forward-looking statements include, but are not
limited to, the anticipated use of proceeds from the Offering.
However, they should not be regarded as a representation that any
of the plans will be achieved. Actual future events may differ from
the anticipated events expressed in such forward-looking
statements. BELLUS Health believes that expectations represented by
forward-looking statements are reasonable, yet there can be no
assurance that such expectations will prove to be correct. The
reader should not place undue reliance, if any, on any
forward-looking statements included in this news release. These
forward-looking statements speak only as of the date made, and
BELLUS Health is under no obligation and disavows any intention to
update publicly or revise such statements as a result of any new
information, future event, circumstances or otherwise, unless
required by applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20190909005585/en/
FOR MORE INFORMATION: François Desjardins Vice President,
Finance 450-680-4525 fdesjardins@bellushealth.com
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