Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical
company developing multifunctional biotherapeutics
(“Zymeworks” or the “Company”), announced today the
pricing of its previously-announced underwritten public offering
(the “Offering”) of 4,924,729 common shares and, in lieu of
common shares to a certain investor, pre-funded warrants to
purchase up to 1,075,271 common shares. The common shares are being
offered at a price to the public of US$46.50 per common share and
the pre-funded warrants are being offered at a price of US$46.4999
per pre-funded warrant, for aggregate gross proceeds to the Company
of approximately US$279.0 million, before deducting the
underwriting discounts and commissions and estimated Offering
expenses. In addition, the Company has also granted the
underwriters of the Offering a 30-day over-allotment option to
purchase up to an additional 900,000 common shares on the same
terms and conditions.
The Company intends to use the net proceeds of the Offering (i)
to accelerate and expand the global development of ZW25 both as a
single agent and in combination with other anti-cancer agents in a
variety of HER2-expressing tumors, including gastroesophageal,
biliary tract, breast and other underserved cancers; (ii) to
accelerate and expand the clinical development of ZW49; (iii) to
advance other novel preclinical programs, including those involving
non-HER2-expressing tumors; and (iv) for general corporate
purposes.
J.P. Morgan Securities LLC and Citigroup Global Markets Canada
Inc. are acting as active bookrunners for the Offering. Stifel,
Nicolaus & Company, Incorporated and Wells Fargo Securities
Canada, Ltd. are acting as bookrunners, and Raymond James Ltd. is
acting as lead manager.
The securities described above are being offered in Canada
pursuant to Zymeworks’ final prospectus supplement, dated January
22, 2020 (the “Canadian Supplement”), to its Canadian final
base shelf prospectus, dated November 18, 2019 (the “Base
Prospectus”), and in the United States pursuant to Zymeworks’
final prospectus supplement, dated January 22, 2020 (the “U.S.
Supplement”, together with the Canadian Supplement, the
“Supplements”), to its U.S. automatic shelf registration
statement on Form S-3ASR, including a prospectus dated November 5,
2019 (the “Registration Statement”). The Supplements will be
filed in Canada and the United States on January 23, 2020.
The Offering is expected to close on or about January 27, 2020,
subject to the satisfaction of customary closing conditions,
including the listing of the common shares to be issued and that
are issuable under the Offering on the NYSE and any required
approvals of such exchange.
The Supplements and the Registration Statement contain important
detailed information about the Offering. A copy of the Canadian
Supplement can be found on SEDAR at www.sedar.com and www.sec.gov,
and a copy of the U.S. Supplement and the related Registration
Statement can be found on EDGAR at www.sec.gov. Copies of the
Supplements may also be obtained from J.P. Morgan Securities LLC,
Attention: Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or by telephone at (866) 803-9204; Citigroup
Global Markets Canada Inc., Attention: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
telephone at (800) 831-9146; Stifel, Nicolaus & Company,
Incorporated, Attention: Syndicate, One Montgomery Street, Suite
3700, San Francisco, CA 94104, by telephone at (415) 364-2720, or
by email at syndprospectus@stifel.com; or Wells Fargo Securities
Canada, Ltd., Attention: Equity Syndicate Department, 30 Hudson
Yards, 500 West 33rd Street, New York, NY 10001, by telephone at
(800) 326-5897, or by email at cmclientsupport@wellsfargo.com.
Prospective investors should read the Supplements and the
Registration Statement before making an investment decision.
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 Zymeworks Inc.
Zymeworks is a clinical-stage biopharmaceutical company
dedicated to the development of next-generation multifunctional
biotherapeutics. Zymeworks’ suite of therapeutic platforms and its
fully integrated drug development engine enable precise engineering
of highly differentiated product candidates. Zymeworks’ lead
clinical candidate, ZW25, is a novel Azymetric™ bispecific antibody
currently in Phase 2 clinical development. Zymeworks’ second
clinical candidate, ZW49, is a bispecific antibody-drug conjugate
currently in Phase 1 clinical development and combines the unique
design and antibody framework of ZW25 with Zymeworks’ proprietary
ZymeLink™ cytotoxic payload. Zymeworks is also advancing a deep
preclinical pipeline in oncology (including immuno-oncology agents)
and other therapeutic areas. In addition, its therapeutic platforms
are being leveraged through strategic partnerships with nine
biopharmaceutical companies.
Cautionary Note Regarding Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995 and “forward-looking information” within the meaning of
Canadian securities laws, or collectively, forward-looking
statements. Forward-looking statements in this news release include
statements that relate to the Offering, the anticipated use of
proceeds from the Offering, the expected closing of the Offering
and other information that is not historical information. When used
herein, words such as “advance”, “believe”, “may”, “plan”, “will”,
“estimate”, “anticipate”, “intend”, “expect” and similar
expressions are intended to identify forward-looking statements. In
addition, any statements or information that refer to expectations,
beliefs, plans, projections, objectives, performance or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking. All forward-looking
statements are based upon Zymeworks’ current expectations and
various assumptions. Zymeworks believes there is a reasonable basis
for its expectations and beliefs, but they are inherently
uncertain. Zymeworks may not realize its expectations, and its
beliefs may not prove correct. Actual results could differ
materially from those described or implied by such forward-looking
statements as a result of various factors, including, without
limitation, market conditions and the factors described under “Risk
Factors” in the Base Prospectus, the Registration Statement, the
Supplements and Zymeworks’ Quarterly Report on Form 10-Q for the
three month period ended September 30, 2019 (a copy of which may be
obtained at www.sec.gov and www.sedar.com). Consequently,
forward-looking statements should be regarded solely as Zymeworks’
current plans, estimates and beliefs. You should not place undue
reliance on forward-looking statements. Zymeworks cannot guarantee
future results, events, levels of activity, performance or
achievements. Zymeworks does not undertake and specifically
declines any obligation to update, republish, or revise any
forward-looking statements to reflect new information, future
events or circumstances, or to reflect the occurrences of
unanticipated events, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200122005889/en/
Investor Inquiries: Ryan Dercho, Ph.D. (604) 678-1388
ir@zymeworks.com Tiffany Tolmie (604) 678-1388
ir@zymeworks.com Media Inquiries: Kavita Shah, Ph.D. (604)
678-1388 media@zymeworks.com
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