|
| |

Amsterdam Molecular Therapeutics announces launch of Initial Public Offering
(IPO) on Euronext Amsterdam
Highlights
· Offer price expected to be in the range of €8.00 to €10.00 per share
· Up to 5,000,000 new ordinary shares offered
· Subscription starts today, 6 June 2007, and is expected to end on 19 June 2007
· Trading on Eurolist by Euronext expected to commence on 20 June 2007
Amsterdam, the Netherlands, June 6, 2007: Amsterdam Molecular
Therapeutics (AMT), a Dutch company active in the field of human gene therapy,
announces today an intended offering of up to 5,000,000 new ordinary shares (the
“Offer Shares”) to be listed and traded on Euronext Amsterdam's Eurolist by
Euronext for an offer price expected to be in the range of €8.00 to €10.00 per
share (the “Offering”). The Offer Shares will be offered to institutional and
retail investors in the Netherlands and to institutional investors in certain
other jurisdictions, excluding the United States.
Company overview
AMT is a biopharmaceutical company that develops gene-based therapies for orphan
diseases. These diseases are associated with significant morbidity and mortality
resulting in substantial costs to society, as about 6% to 8% of the total
population in the Western world is affected by one of the circa 8,000 different
orphan diseases that have been identified to date. About 80% of these identified
orphan diseases are genetic disorders. By inserting the correct gene in the
relevant tissues, our gene therapy products offer a long-term cure for the
respective disease, whereas existing treatments only treat symptoms and
subsequent medical complications.
AMT's product pipeline currently consists of six products at different stages of
development. Its lead product, AMT-011 to treat LPL deficiency, a very serious
and rare metabolic disease, is currently in pre-registration clinical trials.
For this product AMT expects to file in Europe for market authorization in the
first quarter of 2008, followed by a filing in the US and Canada.
All of the products in AMT's pipeline are based on its AAV (Adeno Associated
Virus)-based gene insertion technology platform and its baculovirus based
manufacturing platform. AMT is focusing on AAV, because of its proven safety.
AMT genetically engineers AAV vectors to target various organs or specific
tissues, such as muscle or liver, and even specific types of cells within these
organs. By combining its AAV-based vectors with different therapeutic genes and
tissue specific promoters, AMT has a platform vector technology that is modular
in approach and this can facilitate fast product design timelines for its future
products.
AMT’s competitive strengths and attributes are as follows:
Delivery of a single-dose long-term cure for serious and rare diseases (orphan
diseases);
Modular platform that can be applied to a large number of diseases;
Potential to shorten time-to-market because of R&D capabilities and processes as
well as its orphan drug focus;
Collaborations with leading academic research groups fueling our future product
pipeline; and
A proven ability to upscale the manufacturing of our lead products.
The company's Management, Supervisory Board and Scientific Advisory Board bring
together an extensive know-how of genetics and the biotech and pharmaceutical
industries. The company was founded in 1998 by scientists of the University of
Amsterdam Medical Center (AMC).
Use of proceeds
AMT intends to use the proceeds of the IPO primarily for the development and
commercialization of its products and to build a specialized marketing and sales
team for Europe and North America capable of selling its lead product AMT-011
for LPL deficiency.
Details of the Offering
The Offering will consist of new shares only, to be issued by Amsterdam
Molecular Therapeutics (AMT) Holding N.V. Currently, AMT is a private company
incorporated with limited liability under the laws of the Netherlands, named
Amsterdam Molecular Therapeutics (AMT) Holding B.V., which will be converted,
effective as of the settlement date of the Offering, into a public company.
AMT’s shareholders Gilde Healthcare Partners, Crédit Agricole Private Equity and
Forbion Capital Partners have committed to subscribe for Offer Shares in the
Offering for a total amount of €8 million. In addition, two members of the AMT
management, Mr. S.J.H. van Deventer and Mr. A. Gringeri, have committed to
subscribe for Offer Shares in the Offering.
Immediately after completion of the Offering, AMT expects to have 13,930,493
shares outstanding (assuming (i) the maximum number of Offer Shares being issued
and (ii) no exercise of the over-allotment option described below), of which
61.3% will be owned by Advent Venture Partners, Forbion Capital Partners, Gilde
Healthcare Partners, Essential Medical Treatments AG, Crédit Agricole Private
Equity and Amsterdam Medical Center (the “Major Shareholders”), excluding any
Shares acquired by the Major Shareholders in the Offering.
AMT, the members of its Board of Management, two members of its Supervisory
Board and the members of its Senior Management will enter into a lock-up
agreement for a period of 360 days after the settlement date of the Offering.
The Major Shareholders will enter into a lock-up agreement for a period of 180
days after the settlement date of the Offering, with further restrictions during
a subsequent period of 180 days.
AMT has granted ABN AMRO Rothschild and Kempen & Co N.V. (the “Managers”) an
over-allotment option exercisable within 30 calendar days after the first
trading date pursuant to which the Managers may require AMT to issue up to
750,000 additional new ordinary shares (the “Additional Shares”, and together
with the Offer Shares, the “Shares”) at the offer price to cover over-allotments
made in connection with the Offering and short positions arising from
stabilization transactions. ABN AMRO Bank N.V. will act as stabilization agent
on behalf of the Managers.
The subscription period for the Shares will commence on 6 June 2007 and will end
on 19 June 2007 at 16:00 hours CET, subject to acceleration or extension of the
timetable for the Offering. Any extension of the timetable for the Offering will
be for a minimum of one full business day. The subscription period will be for a
minimum of six business days. AMT also reserves the right to change the offer
price range and to increase the number of Shares prior to the end of the
subscription period. Any change in the offer price range on the last day of the
subscription period will result in an extension of the subscription period of at
least two full business days.
The final offer price and the actual number of Offer Shares offered in the
Offering will be determined after the end of the subscription period and will be
announced on or about 20 June 2007. Any increase of the number of Shares will be
announced in a press release and published in a supplementary prospectus which
is subject to approval by the AFM.
The allotment will occur following the end of the subscription period and is
expected to occur on 20 June 2007 prior to start of trading on Eurolist by
Euronext. In consultation with the Managers, AMT retains full discretion as to
how to allocate the Offer Shares applied for. Consequently, investors may
receive a smaller number of Offer Shares than applied to subscribe for, or none
at all.
AMT will apply for admission of its shares to listing and trading on Eurolist by
Euronext under the symbol AMT. Trading of its shares on Eurolist by Euronext is
expected to commence on 20 June 2007 on an “as-if-and-when-issued” basis.
The settlement date of the Offering is expected to be on or about 25 June 2007,
which is the third business day following the date on which trading is expected
to commence on Eurolist by Euronext.
AMT intends to raise up to €45 million of gross proceeds from the issue of Offer
Shares in the Offering without exercise of the over-allotment option and up to
€51.75 million of gross proceeds assuming full exercise of the over-allotment
option, in both cases based on a final offer price of €9, at the mid-point of
the offer price range.
Joint Global Coordinators, Joint Bookrunners and Joint Listing Agent
ABN AMRO Rothschild and Kempen & Co are acting as Joint Global Coordinators,
Joint Bookrunners and Joint Listing Agent.
Prospectus
For more information on the Offering and AMT please refer to the prospectus
dated 6 June 2007. An advertisement regarding the general availability of the
prospectus will be published today. Copies of the prospectus as approved by the
Authority for the Financial Markets (Stichting Autoriteit Financiële Markten)
can be obtained in electronic form from the website of Euronext Amsterdam N.V. (www.euronext.com)
(Dutch residents only) or can be obtained in hard copy free of charge through
ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands
(fax: +31 20 628 0004, e-mail:
prospectus@nl.abnamro.com ) and Kempen & Co, Beethovenstraat 300, 1077 WZ
Amsterdam (fax: 020 348 8594, e-mail:
documents@kempen.nl ).
For further information, go to
www.amtpharma.com or please contact:
Amsterdam Molecular Therapeutics (AMT) BV
André Verwei Hans Herklots
(Chief Financial Officer) (Director Corporate Communications)
Phone: +31 (0)20 566 7394 Phone: +31 (0)20 566 8125
Email: a.verwei@amtbv.com E-mail:
h.herklots@amtbv.com
Northbank Communications
Adam Michael, Account Director
Phone: +44 20 7268 3002
Email: a.michael@northbankcommunications.com
ABN AMRO / ABN AMRO Rothschild
Robert Specken Equity Capital Markets +31 20 383 6768
Machiel van Oostveen Healthcare Group +31 20 383 2475
Kempen & Co
Pieter ter Kuile / Paul Roos Corporate Finance +31 20 348 8529
Hidde Hartelust Equity Capital Markets +31 20 348 8503
THIS DOCUMENT IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION AND MAY
NOT BE REPRODUCED, FURTHER DISTRIBUTED TO ANY PERSON OR JURISDICTION OR
PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.
This announcement is an advertisement for the purposes of Directive 2003/71/EC
and does not constitute a prospectus.
This announcement is not an offer to sell or a solicitation of any offer to buy
any Shares or other securities of Amsterdam Molecular Therapeutics (AMT) Holding
N.V. (the "Company") in the United States or in any other jurisdiction, nor
shall it or any part of it nor the fact of its distribution form the basis of,
or be relied on in connection with, any contract or investment decision.
In relation to the Offering, a prospectus has been made generally available in
The Netherlands which may be obtained at no cost through the website of Euronext
Amsterdam (Dutch residents only) and as otherwise set out herein. Any investor
should make his investment, solely on the basis of information that is contained
in the prospectus
In connection with the Offering, ABN AMRO Bank N.V. (the "Stabilization
Manager") (or persons acting on behalf of the Stabilization Manager) may
over-allot Shares or effect transactions with a view to supporting the market
price of the shares at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilization Manager (or persons acting
on behalf of the Stabilization Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public
disclosure of the final offer price of the Shares is made and, if begun, may be
ended at any time, but it must end no later than 30 days after allotment of the
Shares.
No reliance may be placed for any purposes whatsoever on the information in this
announcement or on its completeness. None of the Company, ABN AMRO Rothschild or
Kempen & Co N.V. nor any of their respective directors, officers, employees or
advisers nor any other person makes any representation or warranty, express or
implied, as to, and accordingly no reliance should be placed on, the fairness,
accuracy or completeness of, the information contained in this announcement or
of the views given or implied. None of the Company, ABN AMRO Rothschild or
Kempen & Co N.V. nor any of their respective directors, officers, employees or
advisers nor any other person shall have any liability whatsoever for any errors
or omissions or any loss howsoever arising, directly or indirectly, from any use
of this announcement or its contents or otherwise arising in connection
therewith.
Certain statements in this announcement are forward-looking statements. These
forward-looking statements speak only as at the date of this announcement. Such
statements are based on current expectations and beliefs and, by their nature,
are subject to a number of known and unknown risks and uncertainties that could
cause actual results and performance to differ materially from any expected
future results or performance expressed or implied by the forward-looking
statement. The information and opinions expressed in this announcement are
subject to change without notice and none of the Company, ABN AMRO Rothschild or
Kempen & Co N.V. assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein, regardless of
whether those statements are affected by the results of new information, future
events or otherwise.
The Shares have not been and will not be registered under the US Securities Act
of 1933, as amended (the "Securities Act") and may not be offered or sold in the
United States unless registered under the Securities Act or an exemption from
such registration is available. No public offering of Shares or other securities
of the Company is being made in the United States.
This announcement is directed at and distributed only to (i) persons outside the
United Kingdom, or (ii) 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 or (iii) high net worth companies,
unincorporated associations and partnerships and trustees of high value trusts
as described in Article 49(2) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005. Any investment or investment activity to which
this announcement relates is available only to and will be engaged in only with
such persons. This announcement is confidential and is provided to recipients on
a personal basis and must not be transferred or assigned or otherwise acted on
or relied upon by persons within the United Kingdom who receive this
announcement (other than persons falling within (ii) and (iii) above).
- ENDS -
| |
|