Nabriva Announces Terms of Rights Offering
30 November 2016 - 8:00AM
Nabriva Therapeutics AG (NASDAQ:NBRV) announced today the terms of
its rights offering for up to 588,127 common shares, including
common shares represented by American Depositary Shares (ADSs), to
its existing common shareholders and ADS holders. The record date
of the rights offering is November 29, 2016. Holders of common
shares on the record date are entitled to exercise statutory rights
to subscribe for new common shares to maintain their proportionate
ownership interest in Nabriva in accordance with the relevant
provisions of the Austrian Stock Corporation Act. Each ADS
represents one tenth (1/10) of a common share.
Pursuant to the rights offering:
- Holders of ADSs on the record date received 0.276 ADS rights
for each ADS owned on that date. One ADS right entitles an ADS
holder to subscribe for and purchase one new ADS at the U.S. dollar
equivalent of €4.014 per ADS. Based on a euro-to-U.S. dollar
exchange rate of €1.00 to $1.0588, Nabriva estimates that
subscription price at $4.25 per ADS. To subscribe for new ADSs, a
holder of ADS rights must pay to The Bank of New York Mellon, as
ADS rights agent, $4.68 per ADS so subscribed, which represents
110% of the estimated subscription price to account for currency
conversion expense, ADS issuance fees payable to the depositary for
the ADSs and potential fluctuations in the exchange rate between
the euro and the U.S. dollar. On or about December 13, 2016, the
ADS rights agent will determine the actual U.S. dollar ADS
subscription price by converting the euro subscription price into
U.S. dollars at an exchange rate assigned by it on that date.
Fractional ADS rights will not be issued, and ADS right
entitlements will be reduced to the next smaller whole number of
ADS rights. Rights to purchase ADSs in the offering are not
transferable.
- The ADS rights exercise period will begin on November 30, 2016
and end at 5:00 p.m. (New York City time) on December 12,
2016, which is the ADS rights expiration date. Following the ADS
rights expiration date, the ADS rights will expire and have no
further value.
- Holders of common shares will have the common share right to
subscribe for and purchase 0.276 new common shares, at a
subscription price of €40.14 per new common share, for each common
share owned of record on the record date. No fractional common
shares will be issued and common share right entitlements will be
reduced to the next smaller whole number of common shares. Except
to the extent otherwise provided under Austrian law, the common
share rights will not be transferable.
- The common share rights exercise period will begin on November
30, 2016 and end at 5:00 p.m. (Vienna time) on December 14,
2016, which is the common share rights expiration date. Following
the common share rights expiration date, the common share rights
will expire and have no further value.
If any new common shares are not subscribed for pursuant to the
common share rights and ADS rights described above, following the
expiration of the offering of such common share rights and ADS
rights, Nabriva may, at the discretion of Cantor Fitzgerald &
Co., based on market conditions and demand, enter into an
underwriting agreement pursuant to which Cantor Fitzgerald &
Co. would agree to subscribe for and purchase up to all of the
unsubscribed common shares at a purchase price of €40.14 per common
share for purposes of resale of ADSs representing the unsubscribed
common shares. However, entry into an underwriting agreement for
all or a portion of the unsubscribed shares remains at the
discretion of Cantor Fitzgerald & Co., and Cantor Fitzgerald
& Co. is not obligated to purchase all or any of the
unsubscribed common shares. In the event that Cantor Fitzgerald
& Co. and Nabriva do enter into an underwriting agreement for
unsubscribed shares, Cantor Fitzgerald & Co. may sell ADSs at
variable prices, which may be more or less than the purchase
price.
Nabriva is attempting to raise up to $25.0 million, before fees
and offering expenses payable by the company. Nabriva plans to use
the net proceeds from the offering for general corporate purposes,
including working capital and pre-commercial activities.
Nabriva reserves the right to cancel or terminate the rights
offering at any time.
A registration statement relating to these securities has been
filed with and declared effective by with the U.S. Securities and
Exchange Commission (SEC). The rights offering is being made only
by means of a prospectus supplement and accompanying prospectus,
copies of which may be obtained from Georgeson LLC, Nabriva’s
Information Agent, at 866-278-8941 or by writing to Georgeson LLC
at 1290 Avenue of the Americas, 9th Floor, New York, New York 10104
or by e-mail at Nabriva@georgeson.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there by any sale of,
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification of these securities under the securities laws of any
such state or jurisdiction.
About Nabriva Therapeutics AG
Nabriva Therapeutics is a clinical stage biopharmaceutical
company engaged in the research and development of novel
anti-infective agents to treat serious bacterial infections, with a
focus on the pleuromutilin class of antibiotics.
Forward Looking Statements
Any statements in this document about future expectations, plans
and prospects for Nabriva, including but not limited to statements
about prospective financings and other statements containing the
words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“may,” “plan,” “predict,” “project,” “target,” “potential,”
“likely,” “will,” “would,” “could,” “should,” “continue,” and
similar expressions, constitute forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those indicated by
such forward-looking statements as a result of various important
factors, including: market and other financing conditions,
volatility in the foreign exchange market, including the
euro-to-U.S. dollar exchange rate, the level of participation in
the rights offering by existing common shareholder and ADS holders,
whether Cantor Fitzgerald & Co. determines to purchase any
unsubscribed common shares in the rights offering, the
uncertainties inherent in the initiation and conduct of clinical
trials, availability and timing of data from clinical trials,
whether results of early clinical trials or trials in different
disease indications will be indicative of the results of ongoing or
future trials, uncertainties associated with regulatory review of
clinical trials and applications for marketing approvals, the
availability or commercial potential of product candidates
including lefamulin for use as a first-line empiric monotherapy for
the treatment of moderate to severe community-acquired bacterial
pneumonia (CABP), the sufficiency of cash resources and need for
additional financing and such other important factors as are set
forth under the caption “Risk Factors” in Nabriva’s annual report
on Form 20-F as filed with the United States Securities and
Exchange Commission. In addition, the forward-looking statements
included in this document represent Nabriva’s views as of the date
of this document. Nabriva anticipates that subsequent events and
developments will cause its views to change. However, while Nabriva
may elect to update these forward-looking statements at some point
in the future, it specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as
representing Nabriva’s views as of any date subsequent to the date
of this document.
Contact:
Will Sargent
Nabriva Therapeutics AG
William.Sargent@nabriva.com
Nabriva Therapeutics (NASDAQ:NBRV)
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