AMSTERDAM, June 6, 2011 /PRNewswire/ --
- Agendia Publishes Prospectus and Sets Indicative IPO Price Range
- Not for Release, Distribution or Publication in Whole or in Part, Directly or Indirectly, into or in The United States, Australia, Canada, or Japan
This announcement is not a prospectus but an advertisement and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Agendia except on the basis of information in the prospectus to be published by Agendia in due course in connection with the potential admission of such securities to trading and listing on NYSE Euronext in Amsterdam, the regulated market of Euronext Amsterdam N.V. (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company's registered office.
Agendia, a commercial-stage molecular diagnostics company with operations in the Netherlands and the United States, today announces details of its planned initial public offering (the "IPO" or "Offering") and contemplated admission to trading and listing on NYSE Euronext in Amsterdam. The Offering consists of up to 4,587,156 newly issued ordinary shares (the "Offer Shares") for an amount of up to EUR75 million, with an over-allotment option of up to 688,073 newly issued ordinary shares, representing up to 15% of the Offer Shares. The price range of the Offering is EUR16.35 to EUR19.15 per ordinary share. The market capitalisation will amount to approximately EUR225 million to EUR250 million without the over-allotment option being exercised. The free float will constitute up to approximately 33.3 percent after the Offering, without exercise of the over-allotment option. The IPO will consist of a public offering to institutional and retail investors in the Netherlands and an international offering to certain institutional investors.
Highlights relating to the IPO
- Agendia aims to raise up to EUR75 million in the IPO, with the indicative price range set at EUR16.35 to EUR19.15 per share
- IPO proceeds will mainly be used to expand the sales and marketing capabilities and activities of Agendia in the United States
- Final offer price expected to be announced on 21 June 2011 with trading on NYSE Euronext in Amsterdam expected to begin on 21 June under the symbol "AGDX"
- ABN AMRO and ING are acting as joint global coordinators and joint bookrunners
- Major current (indirect) shareholders include Breedinvest, Gilde Healthcare, ING Corporate Investments, Van Herk, Stichting Fondsen NKI and founding management team members
- ABN AMRO has agreed to submit an order at the commencement of the offer period to purchase Offer Shares for an amount of EUR5 million at the offer price
- Agendia has operations in both the Netherlands and the US and currently employs approximately 100 staff (FTEs).
Commenting on today's announcement, Bernhard Sixt, Agendia President and Chief Executive Officer, said: "The initial public offering represents a significant step in the development of Agendia and underscores the value of our work so far, as well as our strong position and experience in the exciting field of cancer molecular diagnosis and treatment. With our marketed Symphony(TM) suite that comprises four breast cancer products today, including our lead FDA-cleared MammaPrint(R) test, and after achieving initial coverage and reimbursement from a number of US third-party payors, including CMS, we believe we have a solid foundation to expand our US sales and marketing efforts, and also more widely commercialise our tests internationally. We believe a public listing will provide us with flexibility to take advantage of the opportunities in the fast growing molecular diagnostics market, and assist us in advancing our pipeline of new tests. We look forward to improving the cancer diagnostics arena by providing substantial benefits to patients, physicians and payors with our product offering, whilst creating value for all of our stakeholders."
The IPO consists of new ordinary shares in the capital of Agendia with a nominal value of EUR0.10 each, for an aggregate amount of up to EUR75 million, which may be increased by 15% for the purpose of covering over-allotments, if any, and short positions resulting from stabilisation transactions. No minimum number of shares in the offering has been set. The price range has been set at a minimum of EUR16.35 and a maximum of EUR19.15 per share.
The Offering consists of a public offering in the Netherlands to institutional and retail investors, and an international offering to certain institutional investors. The shares are being offered (i) in the United States, to "qualified institutional buyers" as defined in Rule 144A ("Rule 144A") under the US Securities Act of 1933, as amended ("US Securities Act"), pursuant to Rule 144A or another exemption from the registration requirements of the US Securities Act, and (ii) outside the United States, in accordance with Regulation S under the US Securities Act.
ABN AMRO and ING are acting as joint global coordinators and joint bookrunners (the "Joint Global Coordinators") for the IPO, with KBC Securities and Kempen & Co acting as co-lead managers.
Offering period and pricing
The offering period (the "Offering Period") will commence on June 6, 2011 at 9.00 CET and is expected to close on June 20, 2011 at 14.00 CET. Agendia, in consultation with the Joint Global Coordinators, reserves the right to close the Offering Period at an earlier or later date and time. Any early closure of the Offering Period will be announced by means of a press release. The Offering Period will in any event be open for at least six business days from the availability of the prospectus which has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM").
Agendia will determine the offer price (the "Offer Price") in common agreement with the Joint Global Coordinators on the basis of a book-building procedure. The final size of the Offering and the Offer Price will be determined as soon as practically possible after the end of the Offering Period on the allocation date, which is expected to take place on June 20, 2011. The final size of the Offering and the Offer Price will be set out in a pricing statement that will be deposited with the AFM and published in a press release on the first publishing day following its determination, which is expected to be on June 21, 2011 and which is expected to also be the first day of trading. The shares are expected to be admitted to trading and listing on NYSE Euronext in Amsterdam under the symbol "AGDX" as per June 21, 2011 on an 'if-and-when-issued' basis.
Use of proceeds
Agendia intends to use the net proceeds of the IPO primarily to expand sales and marketing capabilities and activities, particularly in the United States, but also to a lesser extent outside the United States, as well as to complete technical and clinical validation and initial commercialisation of ColoPrint(R), its new colon cancer recurrence test. Agendia plans to use the remainder of the net proceeds to continue its research and development efforts, to fund capital expenditures on expansion of its laboratory facilities and IT systems, and for working capital and other general corporate purposes.
Agendia's current product offering
Agendia's currently marketed Symphony(TM) suite of four complementary breast cancer tests, TargetPrint(R), MammaPrint(R), BluePrint(TM) and TheraPrint(R), provides a comprehensive support system for oncologists to determine whether a breast cancer patient is likely to benefit from hormonal therapy, chemotherapy and targeted therapies, saving patients from unnecessary treatments and lowering healthcare costs. Agendia's lead test, MammaPrint(R), currently the only molecular diagnostic breast cancer recurrence test to have received clearance from the US Food and Drug Administration (FDA), gives physicians a tool to clearly and decidedly separate early stage breast cancer patients who are at "high" risk from "low" risk of recurrence, thereby better gauging the "high" risk patients' need for chemotherapy.
The prospectus includes detailed information on Agendia and the Offering. Any decision to purchase shares in Agendia should be made solely on the basis of the prospectus. Upon request the prospectus will be made available to investors, free of charge, at the registered offices of ABN AMRO (Gustav Mahlerlaan 10, 1082 PP, Amsterdam, the Netherlands), ING (Bijlmerplein 888, 1102 MG, Amsterdam, the Netherlands) and Kempen & Co (Beethovenstraat 300, 1077 WZ, Amsterdam, the Netherlands). The prospectus can also be requested via email at email@example.com or by telephone at number +31(0)20 628 3566. Furthermore, the prospectus can be obtained in electronic form from the website of Euronext (www.euronext.com) (Dutch residents only). Lastly, the prospectus will be made available to investors at the registered office of Agendia (Science Park 406, 1098 XH Amsterdam, the Netherlands) as well as on the company website (www.agendia.com).
Indicative timetable Press conference 6 June 2011 at 11:00 CET Bookbuilding period 6 June 2011 to 20 June 2011 Notification of pricing and allocation 21 June 2011 First trading day 21 June 2011 Last day to exercise over-allotment option 21 July 2011
Agendia is a commercial-stage molecular diagnostic company focused on the discovery, development and commercialisation of genomic-based diagnostic products to improve the quality of life for cancer patients by providing healthcare professionals with critical information to enable safe and effective personalised treatment. The Company's Symphony(TM) suite of four complementary breast cancer tests, TargetPrint(R), MammaPrint(R), BluePrint(TM) and TheraPrint(R), provides a comprehensive support system for oncologists to determine whether a breast cancer patient is likely to benefit from hormonal therapy, chemotherapy or targeted therapies, saving patients from unnecessary treatments and lowering healthcare costs. Agendia's lead test, MammaPrint(R), currently the only molecular diagnostic breast cancer recurrence test to receive clearance from the US Food and Drug Administration, gives physicians a tool to clearly and decidedly separate "high" risk from "low" risk recurrence in early stage breast cancer patients, thereby better gauging the "high" risk patients' need for chemotherapy. Agendia is advancing a pipeline of new products, which includes a further extension of its breast cancer suite of tests as well as products for colon cancer and lung cancer. The Company's research and development activities are driven by its deep scientific roots and supported by collaborations with leading academic consortia, cancer centres and pharmaceutical companies.
Agendia was founded in 2003 as a spin-off of the Netherlands Cancer Institute and is based in Amsterdam, the Netherlands, and Irvine, California, United States. For more information, please visit www.agendia.com.
This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada or Japan. This announcement does not constitute, or form part of, an offer to sell or a solicitation of any offer to purchase the shares of Agendia (the "Company", and such shares, the "Securities") in the United States, Australia, Canada, Japan or in any other jurisdiction where such offer or sale could be unlawful.
The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. Consequently, the Securities may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Securities is being made in the United States.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. This document is an advertisement and not a prospectus for the purpose of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive is intended to be published, which, when published, can be obtained from Agendia. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.
In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
In connection with the Offering, one of the Underwriters (the "Stabilising Manager") (or persons acting on behalf of the Stabilising 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 Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final 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 the date of commencement of trading of the shares.
The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice.
All investment is subject to risk. The price of the securities offered may fluctuate. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.
Aan de belegging zijn risico's verbonden. De waarde van de aangeboden effecten kan fluctueren. Rendementen uit het verleden zijn geen garantie voor de toekomst. Potentiële beleggers wordt geadviseerd om eerst hun eigen beleggingsadviseur te raadplegen alvorens een beleggingsbesluit te nemen.
For further information, please contact: Agendia Dr. Bernhard Sixt, President & CEO firstname.lastname@example.org International media and investor enquiries M:Communications Mary-Jane Elliott / Emma Thompson Tel: +44(0)20-7920-2345, E-mail: email@example.com Dutch media enquiries Huijskens Communications Ian Bickerton Tel +31(0)20-685-5955, E-mail: firstname.lastname@example.org