Date: 2015-04-23
Type of information: IPO
Company: Biotie Therapies (Finland)
Investors: Vivo Capital (USA - CA) OrbiMed (USA - NY) Versant Ventures (USA - CA) Baupost Group (USA - MA)
Amount: € 95 million
Funding type: capital increase, IPO
Planned used: Biotie Therapies will use the funds to finance a Phase 3 double-blinded clinical trial, including the open label extension, of its lead product candidate tozadenant. Top-line data on the primary endpoint at 24 weeks, are currently expected by the end of 2017.
Others: * On April 23, 2015, Biotie Therapies announced plans to strengthen its capital structure to finance a Phase 3 double-blinded clinical trial, including the open label extension, of tozadenant by in aggregate approximately € 95 million through a directed issue of up to € 42.5 million convertible promissory notesand other equity-based instruments to certain US investors and certain existing shareholders, as well as a US public offering and potential other offerings in connection with the US IPO. The issue of the Convertible Notes and Warrants, as well as the US IPO, is conditional on the granting of necessary authorizations and election of new Board members by an Annual General Meeting of Biotie expected to be held in May 2015 (the \"AGM\"). Biotie has entered into an agreement with certain US based investors, including Vivo Capital, OrbiMed, Versant Ventures and investment funds managed by the Baupost Group whereby the Investors will make an initial investment as a convertible loan in the Company by means of subscribing for Convertible Notes in an aggregate principal amount of approximately € 27.5 million. Further, certain existing shareholders of the Company have indicated that they will subscribe for a minimum of € 0.5 million each and in aggregate up to € 15 million of the Convertible Notes, and will also receive Warrants, on the same terms as the Investors. The convertible loan, represented by the Convertible Notes, will be subscribed for and the proceeds thereof will be paid to the Company shortly after the AGM and each Convertible Note will have a conversion price of € 0.15 per share. The Convertible Notes can be converted by their holders at any time prior to the repayment of the Convertible Notes. The Convertible Notes automatically convert into new shares in the Company upon completion of the US IPO and, should the US IPO not take place, the Company can force the conversion of the Convertible Notes at any time after 1 May 2016. The Convertible Notes can be repaid by the Company after 1 May 2035 if, and to the extent, they have not been converted. The Investors may also declare the Convertible Notes to be repaid in the event of certain defaults by the Company, including but not limited to the event that the aggregate gross proceeds of the Convertible Notes, the US IPO and potential other offerings prior to the completion of the US IPO would exceed USD 95 million. Each Warrant entitles the holder to subscribe for one new or treasury share in the Company at a subscription price of EUR 0.17. The Warrants, irrespective of the contemplated US IPO, may be exercised for a period of five (5) years from a date falling five (5) months after issuance of the Warrants. The conversion price of the Convertible Notes and exercise price of the Warrants have been determined by considering the share price of the Company\'s shares in public trading on NASDAQ OMX Helsinki Ltd, the non-secured and interest free nature of the Convertible Notes as well as availability and terms of possible other financing alternatives. The maximum number of shares in the Company to be issued under the Convertible Notes and Warrants amounts to 562,000,000 shares representing approximately 123 per cent of the existing shares and votes in the Company, half of which will be used for the short-term Convertible Notes and the other half for the long-term Warrants. As part of the Agreement, the election of two new members of the Board of Directors will be proposed to the AGM, the election of whom is a condition to the obligations of the Investors to subscribe for the Convertible Notes. Biotie also announces that it intends to conduct a US IPO and listing on the Nasdaq Global Market of American Depositary Receipts representing the Company\'s shares. The Company will remain a Finnish company, and its ordinary shares will continue to be listed on NASDAQ OMX Helsinki Ltd. The maximum number of new shares in the Company to be issued in the US IPO and potential other offerings in connection with the US IPO amounts to 530,000,000 shares representing approximately 42 per cent of the shares and votes in the Company after such US IPO and potential other offerings in connection with the US IPO (including the dilution resulting from the automatic conversion of the Convertible Notes at the US IPO, but excluding the dilution resulting from the potential exercise of the Warrants).
Therapeutic area: Neurodegenerative diseases - CNS diseases
