Adaptimmune Therapeutics plc Prices Public Offering of American Depositary Shares
March 22 2017 - 9:51AM
Adaptimmune Therapeutics plc (“Adaptimmune”)(Nasdaq:ADAP), a leader
in T-cell therapy to treat cancer, today announced the pricing of
an underwritten public offering of 14,300,000 of its American
Depositary Shares (“ADSs”) at a price to the public of $4.20 per
ADS. In connection with the offering, Adaptimmune has granted the
underwriters a 30-day option to purchase up to an additional
2,145,000 ADSs at the public offering price. The gross offering
size for this offering is expected to be approximately $ 60.1
million, excluding any exercise of the underwriters' option to
purchase additional ADSs. All ADSs in this offering are being sold
by Adaptimmune with net proceeds to be used to advance the
company’s wholly-owned pipeline of SPEAR® T-cell candidates through
clinical trials as well as for other general corporate purposes.
This offering is expected to close on or about March 27, 2017,
subject to customary closing conditions.
Citigroup, Cowen and Company and Leerink Partners are acting as
joint book-running managers for the offering. Guggenheim Securities
is acting as lead-manager.
A shelf registration statement on Form S-3 relating to the
public offering of the ADSs described above was declared effective
by the Securities and Exchange Commission (“SEC”) on September 12,
2016. The offering was made only by means of a written prospectus
and prospectus supplement that form a part of the registration
statement. A preliminary prospectus supplement relating to and
describing the terms of the offering has been filed with the SEC
and is available on the SEC’s web site at www.sec.gov. Copies of
the final prospectus supplement and accompanying prospectus
relating to these securities may also be obtained by sending a
request to: Citigroup Global Markets Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone:
1-800-831-9146, Cowen and Company, LLC, c/o Broadridge Financial
Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn:
Prospectus Department, or by calling (631) 274-2806 or Leerink
Partners LLC, Attention: Syndicate Department, One Federal Street,
37th Floor, Boston, MA 02110, email: Syndicate@Leerink.com,
telephone: 1-800-808-7525, ext. 6132.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not
permitted.
For readers in the European Economic AreaIn any
EEA Member State that has implemented the Prospectus Directive,
this communication is only addressed to and directed at qualified
investors in that Member State within the meaning of the Prospectus
Directive. The term “Prospectus Directive” means Directive
2003/71/EC (and amendments thereto, including Directive 2010/73/EU,
to the extent implemented in each relevant Member State), together
with any relevant implementing measure in the relevant Member
State.
For readers in the United KingdomThis
communication, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
s21 Financial Services and Markets Act 2000 as amended) in
connection with the securities which are the subject of the
offering described in this press release or otherwise, is being
directed only at (i) persons who are outside the United Kingdom or
(ii) persons who have professional experience in matters relating
to investments who fall within Article 19(5) (“Investment
professionals”) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (iii) certain
high value persons and entities who fall within Article 49(2)(a) to
(d) (“High net worth companies, unincorporated associations etc”)
of the Order; or (iv) any other person to whom it may lawfully be
communicated (all such persons in (i) to (iv) together being
referred to as “relevant persons”). The ADSs are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such ADSs will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
About AdaptimmuneAdaptimmune is a
clinical-stage biopharmaceutical company focused on the development
of novel cancer immunotherapy products. The Company’s unique SPEAR®
(Specific Peptide Enhanced Affinity Receptor) T‑cell platform
enables the engineering of T-cells to target and destroy cancer,
including solid tumors. Adaptimmune has a number of proprietary
clinical programs, and is also developing its NY-ESO SPEAR T-cell
program under a strategic collaboration and licensing agreement
with GlaxoSmithKline. The Company is located in Philadelphia, USA
and Oxfordshire, U.K.
Forward-Looking Statements
This release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995
(PSLRA). These forward-looking statements involve certain risks and
uncertainties. Such risks and uncertainties could cause our actual
results to differ materially from those indicated by such
forward-looking statements, and include, without limitation: the
success, cost and timing of our product development activities and
clinical trials and our ability to successfully advance our TCR
therapeutic candidates through the regulatory and commercialization
processes. For a further description of the risks and uncertainties
that could cause our actual results to differ materially from those
expressed in these forward-looking statements, as well as risks
relating to our business in general, we refer you to our Annual
Report on Form 10-K filed with the Securities and Exchange
Commission (SEC) on March 13, 2017, and our other SEC filings. The
forward-looking statements contained in this press release speak
only as of the date the statements were made and we do not
undertake any obligation to update such forward-looking statements
to reflect subsequent events or circumstances.
Adaptimmune Contacts
Investor Relations
Will Roberts
T: (215) 825-9306
E: will.roberts@adaptimmune.com
Juli P. Miller, PhD
T: (215) 825-9310
E: juli.miller@adaptimmune.com
Media Relations
Margaret Henry
T: +44 (0)1235 430036
Cell: +44 (0)7710 304249
E: margaret.henry@adaptimmune.com
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