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RNS Number : 0400H
MaxCyte, Inc.
30 July 2021
MaxCyte Announces Pricing of Upsized Offering and Approval to
List on the
Nasdaq Global Select Market
This announcement contains inside information
GAITHERSBURG, MD, July 29, 2021 - MaxCyte, Inc., (LSE: MXCT,
MXCN), a leading provider of cell-engineering platform
technologies, today announced the pricing of its upsized offering
of 13,500,000 shares of common stock at an initial offering price
of US$13.00 per share (the "Offering").
Highlights
-- Anticipated gross proceeds of approximately US$175,500,000
(or US$201,825,000 if the underwriters exercise their option to
purchase additional shares of common stock in full), before
deducting underwriting discounts and commissions and estimated
offering expenses payable by MaxCyte
-- MaxCyte intends to use the net proceeds from the Offering for
research and development initiatives, to expand its manufacturing
capabilities and invest in manufacturing automation, to expand its
sales and marketing, business development and field application
scientist teams, and for working capital and general corporate
purposes
-- Shares of common stock are expected to commence trading on
the Nasdaq Global Select Market ("Nasdaq") on July 30, 2021 under
the symbol "MXCT"
MaxCyte has granted the underwriters a 30-day option to purchase
up to 2,025,000 additional shares of common stock at the initial
offering price per share of common stock less underwriting
discounts and commissions.
The closing of the Offering is expected to occur on August 3,
2021, subject to customary closing conditions.
MaxCyte's common stock will continue to be admitted to trading
on the AIM market of the London Stock Exchange (the "AIM") under
the symbols "MXCT" and "MXCN." Application is being made for the
shares of common stock to be issued at the closing of the Offering
to be admitted to trading on AIM under the symbol "MXCT" and it is
expected that admission will become effective and dealings in the
shares of common stock will commence at 8:00 a.m. (BST) on August
4, 2021.
Cowen, Stifel and William Blair are acting as joint book-running
managers for the Offering and as representatives of the
underwriters for the Offering. BTIG and Stephens Inc. are also
acting as co-managers of the Offering.
A registration statement, including a prospectus, relating to
these securities has been filed by MaxCyte and was declared
effective by the Securities and Exchange Commission on July 29,
2021. Copies of the registration statement can be accessed through
the SEC's website at www.sec.gov. The Offering is being made only
by means of a prospectus. When available, copies of the final
prospectus relating to and describing the terms of the Offering may
be obtained from the offices of Cowen and Company, LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, USA, Attn: Prospectus Department, by telephone at
+1 (833) 297-2926 or by email at
PostSaleManualRequests@broadridge.com; Stifel, Nicolaus &
Company, Incorporated, Attention: Prospectus Department, One
Montgomery Street, Suite 3700, San Francisco, CA 94104, USA, by
telephone at +1 (415) 364-2720 or by email at
syndprospectus@stifel.com; or William Blair & Company, L.L.C.,
Attention: Prospectus Department, 150 North Riverside Plaza,
Chicago, IL 60606, USA, by telephone at +1 (800) 621-0687 or by
email at prospectus@williamblair.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any such
state or jurisdiction.
Related party transaction
Casdin Partners Master Fund, L.P. ("Casdin") has indicated an
interest in purchasing 1,800,000 shares of common stock at the same
price and on the same terms as all other participants in the
Offering. Immediately following issuance, Casdin would hold a total
of 13,971,334 shares of common stock representing, in aggregate,
approximately 14% of MaxCyte's outstanding shares following closing
of the Offering.
The participation by Casdin in the Offering constitutes a
related party transaction for the purposes of the AIM Rules for
Companies. The independent directors for the purposes of the
Offering (being the all of the members of MaxCyte's board of
directors), having consulted with MaxCyte's nominated adviser,
Panmure Gordon, consider that the terms of the related party
transaction are fair and reasonable insofar as MaxCyte's
shareholders are concerned.
Amendments to the Bylaws
In connection with the Offering, MaxCyte has adopted amended and
restated Bylaws (the "Bylaws"), which will take effect immediately
before the closing of the Offering. As before, certain rights have
been incorporated into the Bylaws which the Company believes
stockholders would expect to see in a company whose shares are
admitted to trading on a U.S. listed exchange. A copy of the Bylaws
will be publicly filed and made available to both Nasdaq and AIM
shareholders upon closing of the Offering.
About MaxCyte
MaxCyte is a leading provider of cell-engineering platform
technologies to advance innovative cell-based research, development
and potential commercialization of next-generation cell therapies.
The company's existing customer base ranges from large
biopharmaceutical companies - including 20 of the top 25
pharmaceutical companies based on 2020 global revenue - to hundreds
of biotechnology companies and academic translational centers.
MaxCyte has granted 13 strategic platform licenses to commercial
cell therapy developers that allow for more than 75 clinical
programs. Founded in 1998, MaxCyte is headquartered in
Gaithersburg, Maryland, US.
MaxCyte Contacts:
MaxCyte Inc.
Doug Doerfler, Chief Executive Officer
Amanda Murphy, Chief Financial Officer +1 301-944-1660
Nominated Adviser and Joint Corporate Broker
Panmure Gordon
Emma Earl / Freddy Crossley
Corporate Broking
Rupert Dearden +44 (0)20 7886 2500
Joint Corporate Broker
Numis Securities Limited
James Black / Duncan Monteith / Matthew O'Dowd +44 (0)20 7260 1000
Joint Corporate Broker
Stifel Nicolaus Europe Limited
Healthcare Investment Banking
Nicholas Moore / Ben Maddison / Samira Essebiyea
Corporate Broking
Nick Adams +44 (0)20 7710 7600
UK IR Adviser
Consilium Strategic Communications +44 (0)20 3709 5700
Mary-Jane Elliott maxcyte@consilium-comms.com
Chris Welsh
US IR Adviser
Gilmartin Group +1 415-937-5400
David Deuchler, CFA ir@maxcyte.com
Forward-Looking Statements
Certain statements made in this press release are
forward-looking statements including with respect to the creation
of a trading market for shares of the Company's common stock in the
United States, the commencement of trading of the shares of common
stock on Nasdaq, the completion and timing of the closing of the
Offering and the expected amount of gross proceeds and use of
anticipated net proceeds from the Offering. These forward-looking
statements are not historical facts but rather are based on the
Company's current expectations, estimates, and projections about
its industry; its beliefs; and assumptions. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties, and other factors, some of which are beyond the
Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in
the forward-looking statements, including if the shares of common
stock are not admitted to trading on AIM or if there are adverse
market or economic conditions. The Company cautions security
holders and prospective security holders not to place undue
reliance on these forward-looking statements, which reflect the
view of the Company only as of the date of this press release. The
forward-looking statements made in this press release relate only
to events as of the date on which the statements are made. The
Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect
events, circumstances, or unanticipated events occurring after the
date of this announcement except as required by law or by any
appropriate regulatory authority.
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END
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