Date: 2014-10-30
Type of information: Private placement
Company: Cortendo (Sweden)
Investors: HealthCap (Sweden), Third Swedish National Pension Fund (AP3) (Sweden), Storebrand (Norway), Arctic Fund Management (Norway)
Amount: $11 million (NOK 73.4 million - € 8.62 million)
Funding type: private placement
Planned used: This investment in Cortendo provides the company with financing and a widened access to resources, which will be important for the advancement of corporate goals and the development of its lead candidate, COR-003 (levoketoconazole), which is being studied in the global Phase 3 SONICS study. COR-003 (levoketoconazole) has received orphan designation from both the European Medicines Agency (EMA) and the FDA. Cortendo now will evaluate alternative options, including a U.S. financing and listing strategy, and, pursuant to the Agreement, Cortendo will, subject to completion of the Transaction, not move forward with the current Oslo Axess listing process.
Others: * On October 30, 2014, Cortendo, a global biopharmaceutical company focused on orphan endocrine disorders, announced that it has entered into an agreement with HealthCap, the Third Swedish National Pension Fund (“AP3”), Storebrand and Arctic Fund Management for a private placement of 19,315,000 million shares of Cortendo at SEK 4.22 (equivalent to NOK 3.8) per share, resulting in gross proceeds of approximately SEK 81.5 million, equivalent to $11 million or NOK 73.4 million. HealthCap, one of the largest specialized providers of venture capital in the European life sciences industry, AP3, Storebrand and Arctic Fund Management will make the investment, subject to, among other things, approval by the shareholders of Cortendo at an Extraordinary General Meeting to be held on or about 1 December 2014. After the completion of the transaction, HealthCap will hold 12,500,000 shares and votes, AP3 10,005,400 shares and votes (including the 5,405,400 shares currently held by AP3), Storebrand 10,404,257 shares and votes (including the 8,604,257shares currently held by Storebrand), and Arctic Fund Management 2,296,000 shares and votes (including the 1,881,000 shares currently held by Arctic Fund Management) in Cortendo. This represents approximately 11.7, 9.4, 9.8 and 2.2 percent of the issued share capital of the company for HealthCap, AP3, Storebrand and Arctic Fund Management, respectively. Finalization of the Transaction is subject to approval by the Extraordinary General Meeting of Shareholders in Cortendo scheduled to be held on or about 1 December 2014 and to the non-occurrence of any material adverse effects (as defined in the Agreement) prior thereto. Shareholders representing approximately 54.6 percent of the total number of shares and votes in the company have undertaken to vote in favor of the share issues to HealthCap, AP3, Storebrand and Arctic Fund Management as well as the election of an additional board member to be nominated by HealthCap and a mandate for the Board to issue up to 25,500,000 additional shares primarily to external investors (out of which HealthCap under certain circumstances will have the right, but not the obligation, to subscribe for up to 5,000,000 additional shares). The same shareholders, representing approximately 54.6 percent of the total number of shares and votes in the company, also have undertaken, within six months following the closing of this transaction, to vote in favor of a delisting of the company’s shares from the NOTC A-list of the Norwegian Dealer’s Association, to support a public listing on a regulated market as soon as possible within 12 months, and of the appointment of an additional board member representing a potential new external investor(s), provided certain criteria are met. The notice for the Extraordinary General Meeting will be announced on or about 3 November 2014.
Therapeutic area: Rare diseases
