BELLUS Health Announces Pricing of US$153 Million Public Offering in Canada and the United States
July 13 2022 - 9:57PM
Business Wire
Common Shares Priced at US$9.25 per Share
In connection with its previously announced public offering of
common shares in Canada and the United States (the “Offering”),
BELLUS Health Inc. (“BELLUS Health” or the “Company”) (TSX and
Nasdaq: BLU) today announced that it has entered into an
underwriting agreement with Jefferies, Evercore ISI and RBC Capital
Markets as joint book-running managers and LifeSci Capital as lead
manager (collectively, the “Underwriters”), relating to the public
offering of 16,540,541 common shares. The shares are being sold at
a public offering price of US$9.25 per common share. Closing of the
Offering is expected to occur on July 18, 2022, subject to the
satisfaction of customary closing conditions. In addition, the
Underwriters have been granted a 30-day option following the date
hereof to purchase up to an additional 2,481,081 common shares from
the Company.
The Offering is being made in Canada pursuant to a prospectus
supplement (the “Supplement”) to the Company’s amended and restated
short form base shelf prospectus dated December 14, 2021 amending
and restating the Company’s short form base shelf prospectus dated
December 23, 2020 (the “A&R Base Shelf Prospectus”) and in the
United States pursuant to a registration statement on Form F-10, as
it may be amended from time to time, containing the Supplement and
the A&R Base Shelf Prospectus filed with the U.S. Securities
and Exchange Commission (the “SEC”) in accordance with the
Multijurisdictional Disclosure System established between Canada
and the United States.
The Company intends to use the net proceeds of the Offering
primarily to fund BLU-5937 research and development activities,
working capital needs and other general corporate purposes, as set
out in the Supplement.
The Company’s common shares are listed on the Toronto Stock
Exchange (the “TSX”) and the Nasdaq Global Market (“Nasdaq”) under
the symbol “BLU”. For the purposes of the TSX approval, the Company
intends to rely on the exemption set forth in Section 602.1 of the
TSX Company Manual, which provides that the TSX will not apply its
standards to certain transactions involving eligible interlisted
issuers on a recognized exchange, such as Nasdaq.
The Supplement and the accompanying A&R Base Shelf
Prospectus contain important detailed information about the
Offering. The Supplement and the accompanying A&R Base Shelf
Prospectus can be found on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov. Copies of the Supplement and accompanying A&R Base
Shelf 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, in the United States, Jefferies LLC,
Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, New York, NY 10022, by telephone at 877-821-7388 or by
email at prospectus_department@jefferies.com, or Evercore Group
L.L.C., Attention: Equity Capital Markets , 55 East 52nd Street,
35th Floor, New York, NY 10055, by telephone at 888-474-0200 or by
email at ecm.prospectus@evercore.com, or RBC Capital Markets, LLC,
Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New
York, NY 10281, by telephone at 877-822-4089 or by email at
equityprospectus@rbccm.com or, in Canada, Jefferies Securities,
Inc., Attention: General Counsel, 161 Bay Street, Suite 2600,
Toronto, ON M5J 2S1 by email at
prospectus_department@jefferies.com, or RBC Dominion Securities
Inc., Attention: Distribution Centre, 180 Wellington Street West,
8th Floor, Toronto, ON M5J 0C2, by telephone at 1-416-842-5349 or
by email at Distribution.RBCDS@rbccm.com. Prospective investors
should read the Supplement and accompanying A&R Base Shelf
Prospectus and the other documents the Company has filed before
making an investment decision.
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 Inc. is a clinical-stage biopharmaceutical company
developing novel therapeutics for the treatment of refractory
chronic cough (“RCC”) and other hypersensitization-related
disorders. The Company’s product candidate, BLU-5937, is being
developed for the treatment of adults with RCC.
Cautionary Note Regarding Forward-‐Looking
Statements
Certain statements contained in this news release, other than
statements of fact that are independently verifiable at the date
hereof, may constitute “forward-looking statements” within the
meaning of Canadian securities legislation and regulations, the
U.S. Private Securities Litigation Reform Act of 1995, as amended,
and other 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, statements regarding
the Offering, the granting of the option to purchase additional
shares and the anticipated use of proceeds from the Offering.
Completion of the Offering is subject to numerous factors, many of
which are beyond BELLUS Heath’s control, including but not limited
to, market conditions, the failure of the parties to satisfy
certain closing conditions and other important factors disclosed
previously and from time to time in BELLUS Health’s filings with
the securities regulatory authorities in each of the provinces of
Canada and the SEC. 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/20220713005930/en/
Investors: Ramzi Benamar Chief Financial Officer
rbenamar@bellushealth.com
Media: Julia Deutsch Solebury Trout
jdeutsch@soleburytrout.com
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