October 17, 2015
Basilea announces filing of registration statement for a proposed offering in the United States
- Basilea seeks access to U.S. public equity market
- The offering is intended to:
- increase liquidity, visibility and coverage for Basilea shares
- facilitate Basilea's participation in ceftobiprole phase 3 development program to gain U.S. regulatory approval
- support commercialization activities of ceftobiprole and
- further advance Basilea's research and development projects
Basel, Switzerland, October 16, 2015 - Basilea Pharmaceutica Ltd. (SIX: BSLN) announced today that it filed a Registration Statement on Form F-1 with the U.S. Securities and Exchange Commission for a proposed public offering of common shares in the form of American Depositary Shares (ADS). The shares offered will be issued based on the existing authorization provided by Basilea's shareholders.
Basilea is a Swiss-based biopharmaceutical company focused on the research, development and commercialization of products targeting the medical challenge of resistance and non-response to current treatment options in the therapeutic areas of bacterial infections, fungal infections and cancer.
Basilea's common shares are listed on SIX Swiss Exchange. The company has applied to list the ADS to be offered in the U.S. offering on The Nasdaq Global Market in the United States under the symbol "BSLN."
The principal purposes of this offering are to access the U.S. public equity market, create a public market for its ADS, and increase Basilea's financial flexibility. The company intends to use the proceeds from the proposed offering to:
- participate in a U.S. phase 3 development program for ceftobiprole;
- support and expand the commercialization of isavuconazole and ceftobiprole;
- support post-approval pediatric studies approved by the EMA for isavuconazole and ceftobiprole in Europe; and
- advance Basilea's oncology product candidates and early stage programs.
Basilea expects to use the remainder of any net proceeds from this offering for working capital and other general corporate purposes.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.
This press 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 state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cowen and Company and Guggenheim Securities are acting as book-running managers for the proposed U.S. offering.
The securities referred to in this release are to be offered only by means of a prospectus. A copy of the preliminary prospectus, when available, can be obtained from Cowen and Company LLC, c/o Broadridge Financial Services, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 631-274-2806, or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, telephone: 212-518-9658 or by email to GSEquityProspectusDelivery@guggenheimpartners.com.
In order to allow for broadening of the shareholder base and to gain access to U.S. capital markets in line with the authorization provided by Basilea's shareholders at the Ordinary General Meeting 2014, preferential subscription rights will be excluded for this offering.
This press release constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus or a similar communication within the meaning of article 752, 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The offer will be made solely by means of, and on the basis of, a securities prospectus. The offer is limited to the U.S. capital market and will not be made in Switzerland. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus.
This press release is not an offer to sell nor a solicitation to buy the new shares or the ADS nor a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant member state of the European Economic Area and as amended, including by Directive 2010/73/EU, to the extent implemented in the relevant member state, the "Prospectus Directive"). There will be no offer of the new shares or the ADS in any member state of the European Economic Area and no prospectus or other offering document has been or will be prepared
This press release does not constitute an offer of the new shares to the public in the United Kingdom, nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom. Consequently, this press release is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 as amended (the "Order"); (iii) persons falling within Article 49(2)(a)-(d) of the Order; or (iv) other persons to whom it may be lawfully be communicated, together being referred to as "relevant persons". The ADS will only be offered in the U.S. capital market.
This communication expressly or implicitly contains certain forward-looking statements concerning Basilea Pharmaceutica Ltd. and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of Basilea Pharmaceutica Ltd. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Basilea Pharmaceutica Ltd. is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
For further information, please contact:
|Media Relations||Investor Relations|
| Peer Nils Schröder, PhD |
Head Public Relations &
+41 61 606 1102
| Barbara Zink, PhD, MBA |
Head Corporate Development
41 61 606 1233
This press release can be downloaded from www.basilea.com.