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Fundraisings and IPOs

Date: 2017-11-15

Type of information: Capital increase

Company: Erytech Pharma

Investors:

Amount: $130 million

Funding type: capital increase

Planned used:   Erytech Pharma  expects to use the net proceeds from this offering as follows: approximately €42 ($50) million to conduct its planned pivotal Phase 3 clinical trial of eryaspase for the treatment of second-line metastatic pancreatic cancer in the United States and Europe; approximately €17 ($20) million to conduct its planned pivotal Phase 3 clinical trial of eryaspase as a first-line treatment of acute lymphoblastic leukemia ("ALL"); approximately €17 ($20) million to advance the development of eryaspase and potential follow-on products for other indications; approximately €4 ($5) million to fund overall development of its ERYCAPS platform technology and other preclinical development programs; and the remainder for working capital and other general corporate purposes.   On an illustrative basis, a shareholder holding 1% of the Company's share capital before the issuance and who did not participate in the Global Offering will now hold a stake of 0.69% after the transaction. As announced previously, the Global Offering benefited from the support of the Company’s shareholders, corresponding to an aggregate amount of approximately €66 million, representing 62% of the Global Offering. More specifically, Baker Bros Advisors LP participated to the Global Offering for an amount of approximately €53 million, representing 50% of the Global Offering. In relation to the Global Offering, the Company has entered into a lock-up agreement, which contemplates a 90-day standstill period on future share issuances from the date of the U.S. prospectus, and the Company’s officers and directors have also entered into lock-up agreements restricting disposals of the shares they currently own for the same period, in each case, subject to certain customary exceptions and waiver by the joint book-running managers. Jefferies LLC is acting as global coordinator and joint book-runner for the Global Offering. Cowen and Company, LLC is acting as joint book-runner and JMP Securities LLC is acting as lead manager for the offering of ADSs in the United States. ODDO BHF SCA is acting as joint book-runner for the private placement of the Company’s ordinary shares in Europe. The Over-allotment Option may be exercised at any time in whole or in part upon notice by the underwriters to the Company, which notice may be given at any time from today to December 8, 2017. In connection with the Global Offering, Jefferies LLC, acting as stabilizing manager may over-allot the securities or effect transactions with a view to supporting, stabilizing, or maintaining the market price of the securities at a level higher than which might otherwise prevail in the open market. However, there is no assurance that the stabilizing manager will take any stabilization action and any stabilization action, if begun, may be ended at any time without prior notice. Any stabilization action or over-allotment shall be carried out in accordance with all applicable rules and regulations and may be undertaken on the regulated market of Euronext Paris and/or the Nasdaq Global Select Market. The issuer has filed a registration statement including a prospectus with the SEC for the global offering to which this communication relates, which registration was declared effective on November 9, 2017. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and the global offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request them by calling Jefferies LLC at (877) 821-7388 or from Cowen and Company, LLC at (631) 274-2806. Application will be made to list the new ordinary shares to be issued pursuant to the Global Offering on the regulated market of Euronext Paris pursuant to a listing prospectus subject to a visa application with the Autorité des Marchés Financiers ("AMF") and comprising the 2016 Reference Document (Document de Référence) of the Company registered with the AMF on March 31, 2017 under number D. 17-0283, the Actualization of the 2016 Reference Document registered with the AMF on October 6, 2017 under number D. 17-0283-A01 (Actualisation du Document de Référence) and a Securities Note (Note d’opération), including a summary of the prospectus. Copies of the 2016 Reference Document and in its Actualization are available free of charge at the Company's principal offices located at Bâtiment Adénine, 60 Avenue Rockefeller, 69008 Lyon, France, on the Company’s website and on the website of the AMF. ERYTECH ANNOUNCES LAUNCH OF PROPOSED GLOBAL OFFERING AND NASDAQ LISTING LYON, France--(BUSINESS WIRE)--Nov. 6, 2017-- Regulatory News: ERYTECH Pharma (Euronext Paris: ERYP) (ADR: EYRYY) (“ERYTECH” or the "Company") (Paris:E

Others:

  • • On November 15, 2017, Erytech Pharma announced the initial closing of its previously announced global offering to specified categories of investors of an aggregate of 5,374,033 new ordinary shares, comprising an offer of 4,686,106 ordinary shares in the form of American Depositary Shares, each representing one ordinary share (ADS), in the United States at an offering price of $23.26 per ADS and a concurrent private placement in Europe (including France) and other countries outside of the United States and Canada of 687,927 ordinary shares at an offering price of €20.00 per ordinary share. In addition, the underwriters for the global offering have exercised in full their option to purchase at the same price 702,915 additional ADSs and 103,189 additional ordinary shares in the global offering, with the additional closing expected to occur on November 16, 2017.
  • Following the additional closing, aggregate net proceeds to Erytech, after deducting underwriting commissions and estimated offering expenses payable by the company, will be approximately $130 million. All of the securities sold in the global offering were offered by Erytech.  As of November 10, 2017, Erytech’s ADSs are listed on the Nasdaq Global Select Market under the ticker symbol "ERYP".
  • • On November 10, 2017, Erytech announced the pricing of its global offering to specified categories of investors at an offering price of $23.26 per ADS and a concurrent private placement in Europe (including France) and other countries outside of the United States and Canada of 687,927 ordinary shares at the corresponding offering price of €20 per ordinary share.Erytech has granted the underwriters a 30-day option to purchase up to 806,104 additional ADSs and/or ordinary shares on the same terms and conditions, representing 15% of the ADSs and/or ordinary shares to be issued.
  • The offering price per ADS in the U.S. offering corresponds to the offering price of €20 per ordinary share (based on the November 9, 2017 exchange rate of €1.1630 per U.S. dollar). The offering price represented a discount of 9.79% from the volume-weighted average price of the Company’s ordinary shares on the regulated market of Euronext Paris during the three trading days preceding the date of determination of the offering price on November 9, 2017 (i.e. November 7, 8 and 9, 2017). Erytech's share capital before and after the completion of the Global Offering is as follows:
Before the

Global Offering

After the Global Offering and before exercise of the Over-Allotment Option

SHAREHOLDERS

Number of shares

% of the share capital

% of the voting rights

Number of shares

% of the share capital

% of the voting rights

MANAGEMENT AND EMPLOYEES 2,360 0.02% 0.03% 2,360 0.01% Therapeutic area: Cancer - Oncology - Rare diseases

Is general: Yes