- Buy-back by CARMAT of 2 million shares from Airbus for a
symbolic sum of 1 euro.
- The shares so bought-back will be allocated to the repayment
of the Company's financial debt, via their use in the ongoing
equitization of the loan contracted with the European Investment
Bank, thus reducing the dilution associated with this
equitization.
Regulatory News:
CARMAT (FR0010907956, ALCAR), designer and developer of the
world’s most advanced total artificial heart, aiming to provide a
therapeutic alternative for people suffering from advanced
biventricular heart failure (the “Company” or
“CARMAT”), announced today that it has bought-back 2 million
shares from Matra-Défense (Airbus group) (“Airbus”), for a
symbolic sum of one euro, which will be used to repay the Company's
financial debt, via their use in the ongoing equitization of the
first tranche of its loan contracted with the European Investment
Bank (EIB).
Airbus to reduce its stake in CARMAT
A founder of CARMAT in 2008, alongside Professor Alain
Carpentier, Airbus has since supported the Company, particularly
from a technical point of view, throughout the research and
development process, and then the industrialization of the Aeson®
artificial heart.
As CARMAT is now well engaged in the commercialization of
Aeson®, and Airbus has no expertise in medical devices, the two
companies agreed for Airbus to reduce its stake in CARMAT, in which
Airbus was still holding about 6.1%1 of the shares.
In order to support CARMAT's development through this
transaction, Airbus has proposed to sell the vast majority of its
CARMAT shares (i.e. 2 million out of a total of 2.67 million
shares) to the Company for a symbolic sum of 1 euro, so that these
shares could then be used as part of the ongoing equitization of
the loan contracted with the European Investment Bank2, and thus
contribute directly to the Company's debt reduction.
CARMAT buys back 2 million Airbus shares for a symbolic sum
of 1 euro
On December 20, 2024, Airbus sold to CARMAT, by way of an
off-market block sale, the full ownership of 2 million CARMAT
shares, valued at €1.998 million3, for a symbolic sum of one
euro.
At the same time, Matra Défense resigned from CARMAT’s board of
directors.
Shares bought-back by CARMAT to be used in the on-going
equitization of the loan contracted with the EIB, thus enabling
partial repayment of such loan
As a reminder, in order to reduce the repayment in cash, due
under the loan contracted by CARMAT with the EIB, CARMAT and the
EIB, on June 13, 2024, launched an equitization of the first
tranche of this loan, consisting in its gradual conversion into
CARMAT shares, via a management trust4.
As part of this operation, the trustee regularly exercises share
subscription warrants (the “Warrants”) issued to it free of charge
by CARMAT, by way of offsetting receivables. The trustee then
gradually sells on the market, the new shares issued as a result of
these exercises, and the net proceeds of these sales are then
transferred to the EIB in repayment of its loan.
The management trust agreement regulating this equitization, and
the terms of the Warrants were amended on December 20, 2024, in
order to allow CARMAT to deliver to the trustee either newly issued
shares or existing shares.
In practice, CARMAT now intends to deliver in priority the
existing shares bought-back from Airbus upon exercise of the
Warrants, until these existing shares are exhausted.
The use of the shares bought-back from Airbus will therefore
enable CARMAT to partially repay the loan contracted with the EIB
as part of the on-going equitization, while significantly limiting
the dilution associated to it.
Company's shareholding structure
To the best of CARMAT's knowledge, the Company's shareholding
structure before and after the share buy-back is as follows:
Before Buyback
After Buyback
(Based on the share capital as of
November 30, 2024)
Number of Shares
% of Capital
Number of Shares
% of Capital
Lohas SARL (Pierre Bastid)
4,854,143
11.0%
4,854,143
11.0%
Les Bastidons (Pierre Bastid)
1,343,333
3.0%
1,343,333
3.0%
Sante Holdings SRL (Dr Antonino
Ligresti)
6,143,866
13.9%
6,143,866
13.9%
Matra Défense SAS (Airbus Group)
2,670,640
6.1%
670,640
1.5%
Corely Belgium SPRL (Gaspard Family)
880,000
2.0%
880,000
2.0%
Therabel Invest
741,706
1.7%
741,706
1.7%
Prof. Alain Carpentier & Family
491,583
1.1%
491,583
1.1%
Alain Carpentier Scientific Research
Foundation
115,000
0.3%
115,000
0.3%
Stéphane Piat (Chief Executive
Officer)
553,402
1.3%
553,402
1.3%
Cornovum
458,715
1.0%
458,715
1.0%
Treasury Shares (liquidity contract)
20,731
0.0%
20,731
0.0%
Treasury Shares (shares bought-back from
Airbus)
-
-
2,000,000
4.5%
Free Float
25,777,194
58.5%
25,777,194
58.5%
Total
44,050,313
100.0%
44,050,313
100.0%
Stéphane Piat, CEO of CARMAT, declares: “This friendly
reduction in stake by AIRBUS, one of CARMAT's founders and an
industrial partner closely linked to our company's identity, is an
important and very natural step. It is indeed thanks to Airbus’
technological know-how that the Aeson® artificial heart imagined by
Professor Alain Carpentier could turn into reality and gradually
become a therapy that now saves the life of patients suffering from
advanced heart failure. It is also thanks to Airbus group’s
financial support that we have been able to go through pivotal
periods of our project, and thus become an industrial and
commercial company, now well set on a growth trajectory. Actually,
the reduction in Airbus’ stake testifies to our ability to now
“stand on our own two feet”, and to carry-on with the support of
our other key shareholders, particularly LOHAS (Pierre Bastid) and
Sante Holdings, who are very much involved in the strategic
management of CARMAT.
I would like to reiterate my gratitude to Airbus group for its
invaluable contribution to the creation and development of CARMAT
over the last 20 years; and to thank them for enabling us, through
the very favorable terms of the reduction of their stake in our
capital, to repay part of our financial debt, while avoiding any
cashout, and with no dilutive effect for our existing shareholders.
All this fully reflects our long-standing relationship based on
support, respect and trust.”
Marie-Pierre Merle-Beral, Director representing Airbus Group
on CARMAT Board of Directors, comments: “Airbus is proud to
have been able to contribute, through its know-how and financial
support, to the CARMAT adventure since its inception, thus enabling
the emergence of a world leader in artificial heart technologies.
We wish CARMAT and its management team every success in addressing
challenges ahead, and in bringing this innovation to patients
worldwide.”
●●●
About CARMAT
CARMAT is a French MedTech that designs, manufactures and
markets the Aeson® artificial heart. The Company’s ambition is to
make Aeson® the first alternative to a heart transplant, and thus
provide a therapeutic solution to people suffering from end-stage
biventricular heart failure, who are facing a well-known shortfall
in available human grafts. The world’s first physiological
artificial heart that is highly hemocompatible, pulsatile and
self-regulated, Aeson® could save, every year, the lives of
thousands of patients waiting for a heart transplant. The device
offers patients quality of life and mobility thanks to its
ergonomic and portable external power supply system that is
continuously connected to the implanted prosthesis. Aeson® is
commercially available as a bridge to transplant in the European
Union and other countries that recognize CE marking. Aeson® is also
currently being assessed within the framework of an Early
Feasibility Study (EFS) in the United States. Founded in 2008,
CARMAT is based in the Paris region, with its head offices located
in Vélizy-Villacoublay and its production site in Bois-d’Arcy. The
Company can rely on the talent and expertise of a multidisciplinary
team of circa 200 highly specialized people. CARMAT is listed on
the Euronext Growth market in Paris (Ticker: ALCAR / ISIN code:
FR0010907956).
For more information, please go to www.carmatsa.com and follow
us on LinkedIn.
●●●
Name: CARMAT ISIN code:
FR0010907956 Ticker: ALCAR
●●●
Disclaimer
This press release and the information it contains do not
constitute an offer to sell or subscribe, or the solicitation of an
order to buy or subscribe, CARMAT shares in any country.
This press release may contain forward-looking statements about
the Company's objectives and prospects. These forward-looking
statements are based on the current estimates and expectations of
the Company's management and are subject to risk factors and
uncertainties, including those described in its universal
registration document filed with the Autorité des Marchés
Financiers (AMF) under number D.24-0374, as updated by an amendment
to the 2023 universal registration document filed with the AMF on
17 September 2024 under number D. 24-0374-A01 (together the ‘2023
Universal Registration Document’), and available on CARMAT's
website.
Readers' attention is particularly drawn to the fact that the
Company's current financing horizon is limited to the beginning of
2025 and that, given its financing requirements and the dilutive
instruments in circulation, the Company's shareholders are likely
to experience significant dilution of their stake in the Company in
the short term. The Company is also subject to other risks and
uncertainties, such as the Company's ability to implement its
strategy, the pace of development of CARMAT's production and sales,
the pace and results of ongoing or planned clinical trials,
technological developments, changes in the competitive environment,
regulatory developments, industrial risks and all risks associated
with managing the Company's growth. The forward-looking statements
contained in this press release may not be achieved as a result of
these factors or other unknown risks and uncertainties or factors
that the Company does not currently consider material and
specific.
Aeson® is an active implantable medical device commercially
available in the European Union and other countries recognising the
CE mark. The Aeson® total artificial heart is intended to replace
the ventricles of the native heart and is indicated as a bridge to
transplant in patients with end-stage biventricular heart failure
(Intermacs classes 1-4) who cannot benefit from maximal medical
therapy or a left ventricular assist device (LVAD) and who are
likely to benefit from a heart transplant within 180 days of
implantation. The decision to implant and the surgical procedure
must be carried out by healthcare professionals trained by the
manufacturer. The documentation (clinician's manual, patient's
manual and alarm booklet) must be read carefully to learn about the
characteristics of Aeson® and the information required for patient
selection and proper use (contraindications, precautions, side
effects) of Aeson®. In the United States, Aeson® is currently only
available as part of a feasibility clinical trial approved by the
Food & Drug Administration (FDA).
1Based on CARMAT's share capital as of November 30, 2024.
2Loan of a total principal amount of €30 million, divided into
three tranches of €10 million each. The first tranche is repayable
(principal and interest) on July 31, 2026, the second one on August
4, 2027 and the third one on October 27, 2028.
3Based on CARMAT's closing share price on December 19, 2024.
4For more details about the equitization, please refer to the
press release published by the Company on March 22, 2024, as well
as the press release published when the equitization effectively
began on June 13, 2024 (press release published by the Company on
June 13, 2024). On June 13, 2024, the Company issued, free of
charge, 6 million share subscription warrants (‘BSA’) to the trust,
which may only be exercised by offsetting receivables.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241222687650/en/
CARMAT Stéphane Piat Chief Executive Officer
Pascale d’Arbonneau Chief Financial Officer Tel.: +33 1 39
45 64 50 contact@carmatsas.com Alize RP Press Relations
Caroline Carmagnol Tel.: +33 6 64 18 99 59
carmat@alizerp.com NewCap Financial Communication &
Investor Relations Dusan Oresansky Jérémy Digel Tel.:
+33 1 44 71 94 92 carmat@newcap.eu
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