NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Inventiva Raises €35.5 Million Through A Capital Increase With European And US Investors
Daix (France) April 13, 2018 - Inventiva S.A. ("Inventiva" or the "Company"), a biopharmaceutical company developing innovative therapies in nonalcoholic steatohepatitis (NASH), systemic sclerosis (SSc) and mucopolysaccharidosis (MPS), today announces the successful completion of the issuance of 5,572,500 new ordinary shares without preferential subscription rights (the "New Shares") for a total gross proceeds of approximately €35.5 million by means of a private placement reserved to a specified category of investors as described below (the "Reserved Offering"). The Reserved Offering was conducted by Jefferies International Limited, acting as Global Coordinator and Joint Bookrunner, and Société Générale Corporate & Investment Banking and Gilbert Dupont acting as Joint Bookrunners (together with the Global Coordinator and Joint Bookrunner, the "Managers"). Namsen Capital acted as Inventiva`s Capital Markets Advisor.
The Company intends to use the net proceeds from this capital increase as follows:
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€16 million to ensure the clinical development of Lanifibranor and more specifically to launch preliminary works prior to (i) the potential NASH Phase III and (ii) future clinical developments in SSc;
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€12 million to ensure the clinical development of odiparcil and more specifically (i) for the launch of the clinical Phase Ib in children with MPS VI; (ii) to ensure the development of the clinical package in MPS I, II, IVa, and VII and (iii) to launch preliminary workstreams prior to the potential Phase III in MPS I, II, IVa, VI and VII;
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€3.5 million to ensure the development of on-going discovery programmes; and
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Use the remainder to finance other corporate purposes.
The net proceeds are expected to provide the Company with a cash runway based on the on-going programmes to mid-2020.
Key upcoming milestones include:
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Lanifibranor 2 years carcinogenicity study results are expected by the end of the second quarter 2018;
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Lanifibranor Phase IIb SSc study results are expected early 2019 and Phase IIb NASH study results are expected in the second half of 2019; and
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Odiparcil : Phase IIa MPS VI study results are expected in the first half of 2019 and Phase Ib in MPS VI children study results are expected in 2019.
Key characteristics of the offering
The capital increase, authorized by the Board of Directors on 12 April 2018, was reserved for subscription to a specified category of investors as defined in the 15th resolution of the General Shareholders` Meeting of the Company dated 29 May 2017, i.e. (i) a natural or legal person (including companies), trust or investment fund, or other investment vehicle, in any form, established under French or foreign law, which regularly invests in the pharmaceutical, biotechnology and the medical technology sectors; and/or (ii) a company, institution or entity, in any form, French or foreign, exercising a significant part of its activity in the pharmaceutical, cosmetic or chemical sectors or researching in such sectors; and/or (iii) a French or foreign service provider, or any foreign establishment with an equivalent status, likely to guarantee the completion of an issuance intented to be placed with the persons referred to in (i) and/or (ii) above and, in this context, likely to subscribe to the securities issued.
The Company issued 5,572,500 New Shares with a par value of €0.01 at a price of €6.37 per share, including share premium, for a total amount of approximately €35.5 million, representing approximately 33.5% of the share capital of the Company.
Following settlement and delivery of the Reserved Offering, which is expected to occur on or about 17 April 2018, subject to customary conditions, the total issued share capital of the Company will be 22,197,277 shares for a nominal amount of €221,972.77.
The issue price of the New Shares represented a discount of 20% to the 3 day volume weighted average price preceding pricing.
On an illustrative basis, a shareholder holding 1% of the Company`s share capital before the issuance and who did not participate in the Reserved Offering will now hold a stake of 0.75% after the transaction.
The fund Sofinnova Crossover I SLP ("Sofinnova") has participated in the Reserved Offering for an amount of € 10 million and, as such, will propose a candidate to be appointed to the board of directors of the Company as outlined in the Company`s press release of 12 April 2018.
Commenting on the Reserved Offering, Jacques Theurillat of Sofinnova stated, "Inventiva has the potential to become a global leader in NASH, systemic sclerosis and MPS, diseases with significant unmet need. In addition, Inventiva is an excellent fit with Sofinnova`s strategy of investing in innovative products and experienced management."
The Reserved Offering benefited from the support of certain main shareholders of the Company for an amount totalling approximately 43% of the offering in the following proportions:
| | Number of shares |
| Before Offering | After Offering | Subscription |
| Shareholders > 5% of the share capital as of the launch of the offering and who participated in the Reserved Offering | | | |
| BVF Partners L.P. | 1,764,706[1] | 3,334,564 | 1,569,858 |
| Novo A/S | 1,176,470 | 1,951,970 | 775,500 |
| Other shareholders (employees, officers, members of the board of directors) | 10,519,858 | 10,519,858 | - |
| Sofinnova | - | 1 569 858 | 1 569 858 |
| Others | 3,163,743 | 4,821,027 | 1,657,284 |
| Total | 16,624,777 | 22,197,277 | 5,572,500 |
The New Shares bear current dividend eligibility. Application will be made to list the New Shares on the regulated market of Euronext Paris pursuant to a listing prospectus, which will be submitted for the approval of the AMF.
Inventiva will enter into a lock-up agreement ending 90 calendar days after the settlement and delivery of the Reserved Offering, subject to certain customary exceptions including transactions under the existing liquidity agreement entered into with Kepler Cheuvreux on 19 January 2018. Key executives and directors of the Company have also signed lock-up agreements with regard to the Company`s shares that they hold, for the same period, subject to certain exceptions including the call option agreements entered into with BVF Partners L.P. and Perceptive Advisors, by which Frédéric Cren and Pierre Broqua agreed to grant a call option on existing shares in the context of the initial public offering of the Company.
Detailed information on the Company relating to its business, results of operations, financial condition and prospects, as well as risk factors related thereto, are included in the 2016 Registration Document (Document de référence) of the Company registered with the French Autorité des Marchés Financiers (the "AMF") on 26 April 2017 under number R.17-025. The 2016 Registration Document can be found, together with other regulated information (including its 2017 audited financial statements), Inventiva`s press releases and investors presentation, on Inventiva`s website (www.inventivapharma.com). The attention of the public is drawn to the risk factors section presented at section 4 of the 2016 Registration Document. If one or more of such risks were to materialize, this could have a material adverse effect on the business, financial condition or results of the Company or on its ability to meet its targets.
Update of the Company`s corporate presentation
An update of the Company`s corporate presentation dated 9 April 2018, with a presentation of the Company`s activities, including the progress status of preclinical and clinical programs, is now available on the Company`s website.
About Inventiva: www.inventivapharma.com
Inventiva is a biopharmaceutical company specialized in the development of drugs interacting with nuclear receptors, transcription factors and epigenetic modulators. Inventiva`s research engine opens up novel breakthrough therapies against fibrotic diseases, cancers and orphan diseases with substantial unmet medical needs.
Lanifibranor, its lead product, is an anti-fibrotic treatment acting on the three alpha, gamma and delta PPARs (peroxisome proliferator-activated receptors), which play key roles in controlling the fibrotic process. Its anti-fibrotic action targets two initial indications with substantial unmet medical need: NASH, a severe and increasingly prevalent liver disease already affecting over 30 million people in the United States, and systemic sclerosis, a disease with a very high mortality rate and for which there is no approved treatment to date.
Inventiva is also developing in parallel, a second clinical product, Odiparcil (formerly IVA336), a treatment for several forms of mucopolysaccharidosis where dermatan and/or chondroïtin sulfates GAGs accumulate: MPS I or Hurler/Scheie syndromes, MPS II or Hunter syndrome, MPS IVa or Morquio syndrome, MPS VI or Maroteaux-Lamy syndrome and MPS VII or Sly syndrome. Inventiva is also developing a preclinical stage oncology portfolio.
Inventiva benefits from partnerships with world-leading research entities such as the Institut Curie. Two strategic R&D partnerships have also been established with AbbVie and Boehringer Ingelheim, making Inventiva eligible for preclinical, clinical, regulatory and commercial milestone payments, in addition to royalties on the products resulting from the partnerships.
Inventiva employs over 100 highly qualified employees and owns state-of-the-art R&D facilities near Dijon, acquired from the international pharmaceutical group Abbott. The Company owns a proprietary chemical library of over 240,000 molecules as well as integrated biology, chemistry, ADME and pharmacology platforms.
Contacts
DISCLAIMER
This press release does not and shall not, in any circumstances, constitute a public offering nor an invitation to solicit the interest of public in France, the United States, or in any other jurisdiction, in connection with any offer.
The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended (the "Prospectus Directive").
With respect to the member States of the European Economic Area (including France), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State. As a result, the securities may not and will not be offered in any relevant member State except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.
For the purposes of the provision above, the expression "offer to the public" in relation to any shares of the Company in any member States of the European Economic Area means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that member State.This press release does not constitute an offer to the public in France and the securities referred to in this press release can only be offered or sold in France pursuant to Article L. 411-2-II of the French Code monétaire et financier to (i) providers of third party portfolio management investment services, (ii) qualified investors (investisseurs qualifiés) acting for their own account and/or (iii) a limited group of investors (cercle restreint d`investisseurs) acting for their own account, all as defined in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 and D. 754-1 and D. 764-1 of the French Code monétaire et financier. In addition, in accordance with the autorisation granted by the general meeting of the Company`s shareholders dated 29 May 2017, only the persons pertaining to the categories specified in the 15th resolution of such general meeting may subscribe to the Reserved Offering.
The distribution of this press release is only being distributed to, and is only directed at persons in the United Kingdomthat (i) are persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); (ii) are persons falling within as described in Article 49(2) (a) to (d) ("high net worth bodies corporate, unincorporated associations etc.") of the Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). The Reserved Offering mentioned herein is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire shares has been engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on, this press release or any information contained herein.
This press release has been prepared on the understanding that the offer of securities referred to herein in any Member State of the European Union or the members of the European Economic Area Agreement who have transposed the Prospectus Directive, as defined below, (each, a "Concerned Member State") will not require the publication of a prospectus in any Concerned Member State, and no action has been nor will be undertaken to allow the public offering of securities requiring the publication of a prospectus in any Concerned Member State. As a result, any person offering or intending to offer, in any Concerned Member State, the securities that are the subject of the Reserved Offering described herein may not do so except in a manner that will not create any obligation on the part of Inventiva or the Managers mentioned herein to publish a prospectus with respect to such offer under Article 3 of the Prospectus Directive, as modified by Prospectus Directive Amendment 2010/73/UE. Neither Inventiva nor any of the Managers has authorized, nor will authorize, any offer of the securities mentioned referred to herein in circumstances that would result in the obligation on the part of Inventiva or any of the Managers to publish a prospectus in connection with such offer.
This press release does not constitute a prospectus within the meaning of the Prospectus Directive.
This press release may not be distributed, directly or indirectly, in or into the United States. This press release does not constitute an offer of securities for sale or the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Inventiva have not been and will not be registered under the Securities Act and Inventiva does not intend to make a public offering of its securities in the United States, Canada, Australia or Japan. Copies of this document are not being, and should not be, distributed in or sent into the United States.
Investors may not accept an offer of securities referred to herein, nor acquire such securities, unless on the basis of information contained in the Prospectus. This announcement cannot be used as basis for any investment agreement or decision.This press release may not be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan.
The Managers are acting as financial advisers to the Company and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of the Managers or for providing advice in relation to this communication or any other matter contemplated herein.
[1] Does not include the 1,764,706 shares which may be exercised pursuant to the call options granted by MM. Cren and Broqua.
Inventiva - PR - Pricing - 13 04 18
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Source: INVENTIVA via GlobeNewswire
HUG#2184058
