- In
conjunction with the royalty financing deal with HealthCare Royalty
(HCRx) announced on January 30, 2025, GENFIT will request the
consent of the holders of 2025 OCEANEs and proposes:
- to
repurchase the 2025 OCEANEs at EUR 32.00 per bond from interested
bondholders, or alternatively
- to pay a
consent fee of EUR 0.60 per bond still outstanding after the
upcoming bondholder meeting and cancellation of the repurchased
2025 OCEANEs
- Both
proposals are subject to approval of the royalty financing by the
2025 OCEANEs bondholders at the upcoming bondholders meeting and
closing of the royalty financing
Lille (France), Cambridge
(Massachusetts, United States), Zurich (Switzerland), February 10,
2025 - GENFIT (Nasdaq and Euronext:
GNFT), a biopharmaceutical company dedicated to improving
the lives of patients with rare and life-threatening liver
diseases, today announced the final terms of the 2025 OCEANEs
repurchase proposal and the consent fee that would be paid to the
holders of 2025 OCEANEs still outstanding after cancellation of
repurchased 2025 OCEANEs.
Context
On January 30, 2025, GENFIT announced that it
has entered into a non-dilutive capped royalty financing agreement
(the “Royalty Financing”) with HealthCare Royalty
(HCRx) for up to €185 million. This transaction significantly
extends GENFIT’s cash runway, including after the repayment of its
bonds convertible into new shares and/or exchangeable into existing
shares due October 16, 2025 (the “2025 OCEANEs”).
GENFIT also announced that it intended to offer to interested
bondholders to repurchase their 2025 OCEANEs.
In the Royalty Financing, HCRx will be
compensated and repaid out of a portion of the royalties which
GENFIT is eligible to receive on sales of Iqirvo® (elafibranor)
pursuant to its long-term strategic partnership with Ipsen. To
secure its obligations under the Royalty Financing, GENFIT will
transfer the corresponding royalty receivables to a French law
trust (fiducie-sûreté) for the benefit of the holders of the
royalty financing bonds.
The terms and conditions of the 2025 OCEANEs
contain a negative pledge clause which limits GENFIT’s ability to
grant security interests to its creditors on its present or future
assets or revenues. Granting the fiducie-sûreté is not permitted
under this clause. The closing of the Royalty Financing (i.e. the
payment of the first €130 million under the Royalty Financing) is
thus conditioned upon the holders of the 2025 OCEANEs approving an
amendment to the negative pledge clause (the “Amendment of
Terms”). If the Amendment of Terms is approved1, and the
closing of the royalty financing is completed, GENFIT will pay a
consent fee (the “Consent Fee”) to the holders of
2025 OCEANEs still outstanding after cancellation of the
repurchased 2025 OCEANEs.
Concurrently with the Amendment of Terms, GENFIT
is proposing to repurchase the 2025 OCEANEs of any interested
holder (the “Repurchase” and, together with the
Amendment of Terms, the “Transaction”).
Dual Proposal to the 2025 OCEANEs
holders
GENFIT and Natixis, its Solicitation Advisor,
have collected feedback from the 2025 OCEANEs holders in order to
set the definitive terms of the Transaction.
GENFIT proposes:
- to repurchase
2025 OCEANEs at a price of EUR 32.00 per bond, or
alternatively
- to pay a
Consent Fee of EUR 0.60 per 2025 OCEANE
In the coming days, GENFIT will propose to all
of the 2025 OCEANEs holders to enter into a Put Option Agreement,
pursuant to which GENFIT will unconditionally and irrevocably
undertake to repurchase the 2025 OCEANEs of such holder, subject to
approval by the general meeting of the 2025 OCEANEs holders of the
Amendment of Terms and the closing of the Royalty Financing. After
execution of the Put Option Agreement, the holder will have until
several days after the closing of the Royalty Financing to exercise
its option under the Agreement.
Holders of the 2025 OCEANEs who have not entered
into the Put Option Agreement or who do not exercise their option
will receive the Consent Fee.
As stated above, both the Repurchase and the
payment of the Consent Fee are subject to (i) the approval by the
general meeting of the 2025 OCEANEs holders of the Amendment of
Terms, and (ii) the closing of the Royalty Financing.
2025 OCEANEs holders interested in the
Repurchase are invited to contact (i) with respect to qualified
investors, GENFIT at investors@genfit.com or their usual sales
contact at Natixis (the “Solicitation Advisor”), or at
ld-m-equityflowsalescb@natixis.com or at
ld-secm-syndicateteam@natixis.com, and (ii) with respect to retail
holders, the 2025 OCEANEs Bondholders Representative (Représentant
de la Masse) at genfit@aetherfs.com.
The Consent Fee will only be paid after the
Repurchase has taken place. 2025 OCEANEs that have been bought back
by GENFIT as part of the Repurchase (or that have been converted
prior to 5:00 p.m. (Paris time) on the date falling 2 business days
prior to the date of payment of the Consent Fee) will thus not
receive the Consent Fee.
The terms and conditions of the 2025 OCEANEs
contain a clean-up call option at par if the total number of 2025
OCEANEs still outstanding represents 15% or less of the number of
2025 OCEANEs originally issued (that is 912,162 2025 OCEANEs or
less, compared to 1,902,698 2025 OCEANEs outstanding as of today).
GENFIT undertakes that, following the Repurchase, it will not
exercise this clean-up call option until the 2025 OCEANEs reach
maturity.
In the coming days, GENFIT will convene a
general meeting of the 2025 OCEANEs holders, which is expected to
be held in early March. A Consent Solicitation Memorandum will be
published, together with the documents required by French law.
The results of the general meeting and the
closing of the Royalty Financing will be announced in two
subsequent press releases.
Natixis is acting as sole solicitation advisor
to assist GENFIT to seek the consent of the holders of the 2025
OCEANEs and in the repurchase of the 2025 OCEANEs. CMS Francis
Lefebvre is acting as legal advisor to GENFIT.
ABOUT GENFIT
GENFIT is a biopharmaceutical company committed
to improving the lives of patients with rare, life-threatening
liver diseases whose medical needs remain largely unmet. GENFIT is
a pioneer in liver disease research and development with a rich
history and a solid scientific heritage spanning more than two
decades. Today, GENFIT has built up a diversified and rapidly
expanding R&D portfolio of programs at various stages of
development. The Company focuses on Acute-on-Chronic Liver Failure
(ACLF). Its ACLF franchise includes five assets under development:
VS-01, NTZ, SRT-015, CLM-022 and VS-02-HE, based on complementary
mechanisms of action using different routes of administration.
Other assets target other serious diseases, such as
cholangiocarcinoma (CCA), urea cycle disorder (UCD) and organic
acidemia (OA). GENFIT's expertise in the development of
high-potential molecules from early to advanced stages, and in
pre-commercialization, was demonstrated in the accelerated approval
of Iqirvo® (elafibranor2) by the U.S. Food and Drug Administration,
the European Medicines Agency and the Medicines and Healthcare
Regulatory Agency in the UK for Primary Biliary Cholangitis (PBC).
Beyond therapies, GENFIT also has a diagnostic franchise including
NIS2+® in Metabolic dysfunction-associated steatohepatitis (MASH,
formerly known as NASH for non-alcoholic steatohepatitis) and TS-01
focusing on blood ammonia levels. GENFIT is headquartered in Lille,
France and has offices in Paris (France), Zurich (Switzerland) and
Cambridge, MA (USA). The Company is listed on the Nasdaq Global
Select Market and on the Euronext regulated market in Paris,
Compartment B (Nasdaq and Euronext: GNFT). In 2021, Ipsen became
one of GENFIT's largest shareholders, acquiring an 8% stake in the
Company's capital. www.genfit.com
FORWARD LOOKING STATEMENTS
This press release contains certain
forward-looking statements, including those within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect
to GENFIT, including, but not limited to statements about the
completion of the royalty financing and the timing of and the vote
of the bondholders at the 2025 OCEANEs general meeting. The use of
certain words, such as "believe", "potential", "expect", “target”,
“may”, “will”, "should", "could", "if" and similar expressions, is
intended to identify forward-looking statements. Although the
Company believes its expectations are based on the current
expectations and reasonable assumptions of the Company’s
management, these forward-looking statements are subject to
numerous known and unknown risks and uncertainties, which could
cause actual results to differ materially from those expressed in,
or implied or projected by, the forward-looking statements. These
risks and uncertainties include, among others, the uncertainties
inherent in research and development, including in relation to
safety of drug candidates, cost of, progression of, and results
from, our ongoing and planned clinical trials, review and approvals
by regulatory authorities in the United States, Europe and
worldwide, of our drug and diagnostic candidates, pricing, approval
and commercial success of elafibranor in the relevant
jurisdictions, exchange rate fluctuations, and our continued
ability to raise capital to fund our development, as well as those
risks and uncertainties discussed or identified in the Company’s
public filings with the AMF, including those listed in Chapter 2
"Risk Factors and Internal Control" of the Company's 2023 Universal
Registration Document filed on April 5, 2024 (no. D.24-0246) with
the Autorité des marchés financiers ("AMF"), which is available on
GENFIT's website (www.genfit.fr) and the AMF's website
(www.amf.org), and those discussed in the public documents and
reports filed with the U.S. Securities and Exchange Commission
("SEC"), including the Company’s 2023 Annual Report on Form 20-F
filed with the SEC on April 5, 2024, the Half-Year Business and
Financial Report dated September 19, 2024 and subsequent filings
and reports filed with the AMF or SEC or otherwise made public, by
the Company. In addition, even if the results, performance,
financial position and liquidity of the Company and the development
of the industry in which it operates are consistent with such
forward-looking statements, they may not be predictive of results
or developments in future periods. These forward-looking statements
speak only as of the date of publication of this press release.
Other than as required by applicable law, the Company does not
undertake any obligation to update or revise any forward-looking
information or statements, whether as a result of new information,
future events or otherwise.
CONTACTS
GENFIT | Investors
Tel: +33 3 2016 4000 | investors@genfit.com
GENFIT | Media
Stephanie Boyer – Press relations | Tel: +333
2016 4000 | stephanie.boyer@genfit.com
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos -
FRANCE | +333 2016 4000 | www.genfit.com
1 The required quorum is 1/4 of the outstanding 2025 OCEANEs and
the required majority is 2/3 of the 2025 OCEANEs holders present or
represented.2 Elafibranor is marketed and commercialized in the U.S
by Ipsen under the trademark Iqirvo®.
- GENFIT Announces Final Terms for Dual Proposal to the 2025
OCEANEs Holders
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