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Fundraisings and IPOs

Date: 2015-07-06

Type of information: IPO

Company: Cassiopea (Switzerland)

Investors:

Amount: CHF 175.6 million (€169.1 million)

Funding type: IPO

Planned used:

Others:

* On July 6, 2015, Cassiopea, a clinical stage specialty pharmaceutical company focused on developing and commercializing innovative and differentiated medical dermatology products addressed to the topical treatment of acne, androgenic alopecia and genital warts announced that the Global Coordinators, acting on behalf of the syndicate banks, have fully exercised the over-allotment option as part of the Company’s Initial Public Offering. On July 1, 2015, the shares of Cassiopea (ticker symbol: SKIN) were listed and admitted to official trading on SIX Swiss Exchange. Jefferies and Credit Suisse have today exercised the full over-allotment option at CHF34.00 per share of 363,640 secondary shares from Cassiopea’s major shareholder Cosmo Pharmaceuticals. As a result, including the shares placed in connection with the over-allotment option, a total of 5,163,640 offered shares have been sold in the IPO of Cassiopea, corresponding to 51.6% of the share capital. The offer size of the IPO therefore amounts to CHF 175.6 million. Cosmo’s shareholding in Cassiopea is therefore 4,536,360 shares, corresponding to 45.4% of the Company.

* On July 1, 2015, Cassiopea announced that it has accelerated the closing of the bookbuilding process and fixed the offer price at CHF 34 per share. The shares (SIX: SKIN) will be listed and trading will commence on SIX Swiss Exchange on July 1, 2015. The Offering is expected to close on July 3, 2015. Cassiopea has 10 million registered shares issued, each with a par value of € 1. The Offering consisted solely of the sale of secondary shares by Cassiopea’s majority shareholder Cosmo Pharmaceuticals which reduced its 97% shareholding in the Company to below 50%. 4,800,000 shares were made available and sold in the Offering. In addition Cosmo has granted the syndicate banks an over-allotment option of up to an additional 363,640 shares, which can be exercised within 30 calendar days after the first day of trading on the SIX Swiss Exchange.

* On June 9, 2015, Cassiopea announced  its intention to float and list its ordinary shares with a nominal value of € 1 each on SIX Swiss Exchange by way of an offering of Shares by Cosmo Pharmaceuticals. Cassiopea announces a price range of CHF 30 to CHF 40 per Share. Cassiopea also announces the simultaneous publication of the offering and listing memorandum in connection with the Offering.The Offering consists solely of the sale of secondary shares by Cassiopea’s majority shareholder Cosmo which intends to reduce its current 97% shareholding in the Company to below 50%. Up to 4,800,000 Shares will be made available in the Offering. Cosmo has further granted an over-allotment option of up to an additional 363,640 Shares, which can be exercised within 30 calendar days after the first day of trading on SIX Swiss Exchange.

Certain existing Cosmo shareholders (the “Cornerstone Investors”), who together own 62.8% of Cosmo’s outstanding share capital as of the date hereof, have committed to buy 1,163,600 shares of the Offering, while 687,947 shares will be reserved for offer to remaining Cosmo shareholders should they wish to participate in the Offering.

The Offering consists of a public offering in Switzerland, private placements to qualified investors in certain jurisdictions outside of Switzerland and the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and on exemptions provided by the EU Prospectus Directive in accordance with applicable securities laws, and private placements in the United States to qualified institutional buyers, as defined in, and in reliance on, Rule 144A under the Securities Act.

Cosmo will receive all net Offering proceeds. Prior to the Offering, € 49.9 million cash was contributed to Cassiopea by the Company’s current shareholders in order for it to fund its ongoing clinical trials up to the end of 2017. Cosmo, each member of the Board of Directors and the Management of Cassiopea, as well as the Cornerstone Investors have agreed to a lock up of 12 months after the first day of trading of Cassiopea. Cassiopea has agreed not to issue or sell its shares for 6 months after the first day of trading of Cassiopea. The bookbuilding process will commence on June 22, 2015 and is expected to conclude on or about July 2, 2015 after which the final offer price and the final number of offered shares will be announced. The listing and commencement of trading of the Shares on SIX Swiss Exchange is expected to occur on or about July 3, 2015. Jefferies and Credit Suisse are acting as Global Coordinators with Jefferies acting as stabilization agent. Bank am Bellevue is acting as Co-Lead Manager in connection with the Offering.

 

Therapeutic area: Dermatological diseases

Is general: Yes