- Capital increase of €
55.8 million, which may be increased to a maximum of €
64.1 million if the overallotment option is exercised in full
(based on the mid-point of the indicative price range)
- Indicative price range: € 26 to € 32
per share
- Start of the subscription period: 20
March 2017
- End of the subscription period for the
French public offering (OPO): 28 March 2017
- End of the subscription period for the
international private placement: 28 March 2017 (8:00pm Paris
time)
Regulatory News:
Symetis (Paris:SYMS), a medical technology company specializing
in the development, manufacturing and marketing of next-generation
percutaneous heart valve replacement solutions for the treatment of
severe cardiac valve conditions, has today announced the launch of
its initial public offering with a view to listing its shares for
trading on the regulated market of Euronext in Paris.
Jacques R. Essinger, PhD, Chief Executive Officer of Symetis,
commented: “We are well positioned to become the leading
European structural heart player by leveraging our expertise,
products and know-how to further capture market share in the TAVI
market and expand into other segments of the structural heart
field, such as, mitral valve replacement and repair. Our IPO is
intended to provide Symetis with the resources needed to accelerate
the pace of its development and continue its leadership in
structural heart”.
On 17 March 2017, the Autorité des Marchés Financiers (AMF)
approved the English language prospectus (including a French
language summary) relating to Symetis’ initial public offering and
listing of its shares on the regulated market of Euronext in Paris
by granting visa no. 17-097.
Symetis develops, manufactures and markets next-generation
percutaneous heart valve replacement solutions for the treatment of
severe cardiac valve conditions. Recognized by interventional
cardiologists and surgeons for their clinical performance and ease
of use, the company’s products and their delivery systems are based
on proprietary design and delivery technologies and are marketed
and sold internationally, including 70% in the DACH region
(Germany, Switzerland, Austria)
Purpose of the IPO
The IPO is intended to provide Symetis with the resources it
needs to step up development, both of the company itself and its
next generation of products. The proceeds of the offering will be
used as follows:
- about 40% of the proceeds to fund the
internal development of new products in the structural heart field,
including but not limited to the MPM mitral technology recently
acquired;
- between 15% to 30% of the proceeds to
invest in expanded manufacturing capacity with a new facility to be
built in Europe;
- about 15% of the proceeds to license or
acquire synergistic technologies or products to support development
and expand product offering; and
- about 15% of the proceeds to generally
reinforce Symetis’ balance sheet and finance increasing working
capital associated with the company’s growing commercial
activity.
In the event of a reduction in the size of the Offering up to
the amount of subscriptions received up to a limit of EUR
40 million, the net proceeds from the Offering would be
allocated as follows:
- about 45% to fund the internal
development of new products in the structural heart field,
including but not limited to the MPM mitral technology recently
acquired;
- between 15% to 35% to invest in
expanded manufacturing capacity with a new facility to be built in
Europe;
- between 10% and 15% to license or
acquire synergistic technologies or products to support development
and expand product offering;
- between 10% and 15% to generally
reinforce Symetis’ balance sheet and finance increasing working
capital associated with the company’s growing commercial
activity.
Symetis’ main strengths
Significant short and long-term potential in the fast-growing
transcatheter aortic valve implantation (TAVI) space
The Company believes that the size of the TAVI market should
grow to approximately USD 4.0 billion in 2020 vs. USD 2.3 billion
in 2016, growing at a 14.8% CAGR, and the European TAVI market
should reach EUR 0.8 billion in 2020, growing at a 8.1% CAGR. As
the current number of patients eligible for TAVI procedures is
gradually extended to lower-risk patients and made available in
most developed countries, the Company believes it is well
positioned to grow faster than the EU market for the coming
years.
Differentiated and innovative product offering characterized
by its ease-of-use and solid clinical performance
The Symetis ACURATE product family is characterized by a
distinctive design and a “top-down” procedural approach that
provides interventional cardiologists with a high level of ease of
use, and strong clinical performance. The Symetis Acurate neo / TF
valve has shown the lowest pacemaker rate among all TAVI
competitors in a recent study, one of the lowest para-valvular
leakage rates, and a high procedural success rate with partial
recapturing and repositioning during the delivery procedure.
Track record of building leading market positions in target
markets
Symetis launched its first product in 2011 and is now present in
over 100 medical centres across Europe (including Scandinavia,
United Kingdom and Continental Europe). According to BIBA Q4/2016
report, Symetis is N°3 in Germany - the first TAVI market in Europe
- with 13% market share, and N°3 in all Europe with 8% market
share. To date, over 6,000 Symetis TAVI valves have been
implanted.
Focused on continued growth
Symetis has increased its revenues by 54% to CHF 38.4 million in
2016 (EUR 35.3 million) from 24.9 million in 2015 (EUR 23.3
million). In the financial year ended 31 December 2016, the gross
profit margin amounted to 63%. In 2016, the losses amounted to CHF
16.3 million, compared to CHF 20.7 million in
2015.
Multiple growth drivers
In addition to products currently marketed, the company intends
to continue to improve the procedural efficiency of its products by
introducing new and improved TAVI valves, delivery systems and
accessories, based on its existing offerings. Certain key programs
are expected to be granted a CE mark in 2017. Symetis has also
commenced a pivotal study in Japan to gain market approval in this
attractive and nascent growth market. Finally, Symetis intends to
enter the US market with a commercial partner or other alliance in
due course.
Leverage the existing organization to expand into other areas
of the structural heart
The Company aims to leverage its products and know-how to
further capture market share in the TAVI market and expand into
other segments of the structural heart field, such as, but not
limited, to mitral valve replacement and/or repair. The recent
acquisition of Middle Peak Medical GmbH NeoLeaflet™ technology by
the company is Symetis’ first step into the mitral space. The
company plans to leverage its organization to timely and
efficiently bring this solution to clinics and the market.
Offering details
Structure of the Offering
The offering of the new shares of Symetis will consist of a
global placement (the “Offering”) including:
- a public offering to retail investors
in France made by means of an open price offering (the “Open Price
Offering” or “OPO”); and
- a global placement (the “Global
Placement”) principally intended for institutional investors in
France and other countries consisting of:
- a private placement in France and in
Switzerland;
- an international private placement in
various countries including the United States and Canada; and
- a private placement in the United
States to accredited investors as defined in Regulation D under the
United States Securities Act of 1933, as amended (the “U.S.
Securities Act”) that are also qualified institutional buyers as
defined in Rule 144A under the U.S. Securities Act.
Should demand received in connection with the OPO permit, the
number of shares allotted to meet orders placed via the OPO will be
at least equal to 10% of the total number of shares offered for
sale in the Offering prior to any exercise of the Overallotment
Option.
Cancellation threshold
The transaction could be cancelled if the subscriptions received
do not reach EUR 40 million.
Initial offering size
Issue of 1,923,080 new shares.
The pre-deal outstanding number of shares constituting the share
capital of the Company (based on a price equal to the midpoint of
the indicative Offering Price range, i.e. € 29) amounts to
8,018,571 shares, each with a nominal value of CHF 4.
Overallotment option
Up to 15% of the number of new shares offered, i.e. a maximum of
288,460 additional new shares (the “Overallotment Option”). This
Overallotment Option may be exercised in part or in full by Bryan
Garnier, acting as Global Coordinator on behalf of the Managers of
the Offering until 28 April 2017 (inclusive).
Indicative price range
Between € 26 and € 32 per new share.
The price of the shares offered in the OPO will be equal to the
price of the shares offered in the Global Offering (the "Offering
Price")1.
Gross proceeds from the issuance
Around € 55.8 million that could be increased to approximately €
64.1 million in the event of full exercise of the Overallotment
Option (based on a price equal to the midpoint of the indicative
Offering Price range, i.e. € 29).
Estimated net proceeds from the issuance
Around € 51.0 million that may be increased to approximately €
58.9 million in the event of full exercise of the Overallotment
Option (based on a price equal to the midpoint of the indicative
Offering Price range, i.e. € 29).
Lock-up undertakings/no issuance undertaking
Company officers and management
For a period ending twelve (12) months after the first day of
trading of the offered shares, for 100% of their shares (including
shares issued upon the exercise of any options), subject to certain
usual exceptions; provided, however, that this undertaking applies
only to the Company’s shares and options held prior to the
offering.
Shareholders
For a period of six (6) months after the first day of trading of
the offered shares for all shareholders, followed by another period
of six (6) months for shareholders representing approximately 95%
of the existing and newly issued shares (other than the Offered
Shares) for 100% of their shares (including shares issued upon the
exercise of any options), subject to certain usual exceptions;
provided, however, that this commitment applies only to the
Company’s shares and options that they own prior to the
offering.
Company
The Company has agreed, during a period ending six (6) months
after the pricing date, not to plan, undertake or proceed with any
equity financing other than the Offering or any type of debt
financing or agree to do any of the foregoing without prior written
consent from the Managers, which shall not be unreasonably
withheld.
Planned transaction timetable
17 March 2017
- Visa by the AMF on the Prospectus
20 March 2017
- Press release announcing the Offering
- Opening of the retail and the Institutional
21 March 2017
- General shareholders meeting of Symetis
27 March 2017
- Signature of the Underwriting Agreement (with no reference to
the Offering Price)
28 March 2017
- Closing of the OPO at 5:00 p.m. (Paris time) for subscriptions
placed in person and 8:00 p.m. (Paris time) for subscriptions
placed online
- Closing of the Global Placement at 8 p.m. (Paris time) (except
for early closing)
29 March 2017
- Setting of the Offering Price
- Signature of the pricing supplement (with the Offering Price)
to the Underwriting Agreement
- Press release indicating the Offering Price, the final number
of New Shares offered, the maximum number of Additional New Shares,
and the results of the Offering
- Euronext notice on the results of the Offering
- Start of any stabilization period
31 March 2017
3 April 2017
- Start of trading of the Company’s shares on Euronext Paris
under the ticker symbol “SYMS”
28 April 2017
- Last date for exercise of the Overallotment Option
- End of stabilization period, if any
Terms of Subscription
Persons wishing to participate in the retail offering must place
orders through a financial intermediary registered in France no
later than March 28, 2017, at 5:00 p.m. (Paris time) for
subscriptions placed in person and 8:00 p.m. (Paris time) for
subscriptions placed online.
To be accepted, orders issued in connection with the
Institutional Placement must be received by the Managers no later
than March 28, 2017, at 8:00 (Paris time) (unless the Global
Placement is closed earlier).
Symetis share identification codes
- Name: Symetis
- ISIN code: CH0356719804
- Ticker: SYMS
- Compartment: Euronext Paris
(Compartment B)
- Business segment: 4535 - Medical
Equipment
Financial intermediaries
BRYAN, GARNIER & CO
BAADER
≈MIRABAUD 1819
Sole Global Coordinator
Joint-Lead Manager and Joint Bookrunner
Joint-Lead Manager and Joint
Bookrunner
Joint-Lead Manager and Joint
Bookrunner
Availability of the Prospectus
Copies of the English language prospectus (including a French
language summary) relating to the Offering approved by the AMF
on 17 March 2017 under number 17-097 (the “Prospectus”) are
available free of charge from Symetis (Chemin de la venoge 11, 1024
Ecublens VD, Switzerland) and on the websites of the Company
(www.symetis.com) and the AMF (www.amf-france.org).
Risk factors
Symetis draws the public’s attention to the business-related
risks described in Chapter 4 "Risk Factors" (and in particular to
risk factors mentioned under Section 4.1 “Risks Relating To the
Manufacturing of our Products and our Operations”) in the first
part of the Prospectus and in Section 2 "Risk Factors Relating to
the Offering" in the second part of the Prospectus.
This document does not constitute an offer of Symetis’
securities in any other jurisdiction in which such offer is
unlawful nor does it constitute a solicitation of an offer to buy
Symetis’ securities in the United States. The securities of Symetis
may not be offered or sold in the United States absent registration
under the US Securities Act of 1933, as amended (the “Securities
Act”) or under an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The offer
and sale of the securities of Symetis has not been and will not be
registered under the Securities Act and there will be no public
offer of its securities in the United States. This document may not
be released, published or distributed, directly or indirectly, in
or into Australia, Canada, Japan or the United States.
About Symetis
Symetis, founded in 2001, is a medical technology company
specializing in the development, manufacturing and marketing of
next-generation percutaneous heart valve replacement solutions for
the treatment of severe cardiac valve conditions.
Symetis’ products, ACURATE TA™ and ACURATE neo/TF, and their
delivery systems are based on proprietary design and delivery
technologies and are marketed and sold in key markets in Europe and
in other geographies. Symetis’ innovative TAVI solutions are
recognized by intervention cardiologists and surgeons for their
clinical performance and ease of use. The company believes it is
positioned to leverage its products and know-how to further capture
market share in the TAVI market and expand into other segments of
the structural heart field, such as but not limited to mitral valve
replacement and/or repair as well as tricuspid replacement and/or
repair.
Growing at a strong and sustained CAGR of 55% since 2012, the
company generated revenues of CHF 38.4 million in 2016 (as well as
losses of CHF 16.3 million in 2016).
Symetis is a Swiss company with corporate headquarters in
Ecublens, Switzerland and which products are produced in
Switzerland and Brazil. As of March 17, 2017, the Group’s staff
amounted to a total of 120 full-time employees.
For more information visit http://www.symetis.com
Disclaimer
The release, publication or distribution of this press release
may violate applicable laws and regulations in some jurisdictions.
Therefore, persons in such countries and in countries in which this
press release is released, published or distributed must enquire
about any local restrictions and comply with them. This press
release may not be released, published or distributed, directly or
indirectly, in or into Australia, Canada, Japan or the United
States.
This press release does not contain or constitute an offer of,
or the solicitation of an offer to buy or subscribe for, securities
to any person in Australia, Canada, Japan or the United States or
in any jurisdiction to whom or in which such offer or solicitation
is unlawful. The securities referred to herein may not be offered
or sold in the United States absent registration under the US
Securities Act of 1933, as amended (the “Securities Act”) or
another exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada
or Japan. The offer and sale of the securities referred to herein
has not been and will not be registered under the Securities Act or
under the applicable securities laws of Australia, Canada or Japan.
There will be no public offer of the securities in the United
States.
This publication constitutes neither an offer to sell nor a
solicitation to buy securities of the Company and it does not
constitute a prospectus within the meaning of article 652a and/or
1156 of the Swiss Code of Obligations or a listing prospectus
within the meaning of the listing rules of the SIX Swiss Exchange.
The offer and listing is being made solely by means of, and on the
basis of, the published prospectus ("Prospectus") (including any
amendments thereto, if any). An investment decision regarding the
offered securities of the Company should only be made on the basis
of the Prospectus. The Prospectus is available free of charge at
the website of the Company (www.symetis.com) and the French
Autorité des marchés financiers (www.amf-france.org).
This press release is solely an advertisement and does not
constitute a prospectus within the meaning of Directive 2003/71/EC
of the European Parliament and the Council of November 4th, 2003
(the "Prospectus Directive"), as amended, to the extent such
Prospectus Directive has been transposed in the relevant Member
State of the European Economic Area. Investors in the French
offering mentioned in this press release should not purchase or
subscribe for any securities referred to in this press release
except on the basis of information contained in the prospectus
which has been granted a visa from the Autorité des marchés
financiers and published by the Company in connection with the
offering of such securities and their listing on the regulated
market of Euronext in Paris. Investors in the Global Offering
should not purchase or subscribe for any securities referred to in
this press release except on the basis of information contained in
an international offering memorandum published by the Company in
connection with the offering of such securities.
In the United Kingdom, this press release does not constitute an
approved prospectus for the purpose of and as defined in section 85
of the Financial Services and Markets Act 2000 (as amended) (the
“FSMA”), has not been prepared in accordance with the Prospectus
Rules issued by the UK Financial Conduct Authority (the “FCA”)
pursuant to section 73A of the FSMA and has not been approved by or
filed with the FCA or any other authority which would be a
competent authority for the purposes of the Prospectus Directive.
The new and existing shares in the Company may not be offered or
sold and will not be offered or sold to the public in the United
Kingdom (within the meaning of sections 85 and 102B of the FSMA)
save in the circumstances where it is to be lawful to do so without
an approved prospectus (within the meaning of section 85 of the
FSMA) being made available to the public before the offer is
made.
In the United Kingdom, this press release, insofar as it
constitutes an invitation or inducement to participate in the
offering, is only being distributed to and only directed at (1)
persons who have professional experience in matters related to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or high net worth entities falling within Article 49(2)(a)-(d) of
the Order or (2) persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as
"relevant persons"). The securities are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with, relevant
persons.
Copies of the English language prospectus (including a French
language summary) approved by the AMF on 17 March under number
17-097 (the “Prospectus”) are available free of charge from the
Company’s registered office (Chemin de la Venoge 11, 1024
Ecublens VD, Switzerland) and may be downloaded from the websites
of the Company (www.symetis.com) and the French Autorité des
marchés financiers (www.amf-france.org).
Attention is drawn to the business-related risks described in
the first part of the Prospectus in Chapter 4 “Risks factors” (in
particular to the following risk factors: “The production, which is
concentrated at two locations, is subject to operational risks. We
rely on third-party suppliers for key product components and, in
particular, have a strong dependence on Labcor and Acurate Ltda,
our Brazilian suppliers, regarding the manufacturing of the valves”
under Section 4.1, and “We have incurred significant losses since
our inception and have been over-indebted based on the statutory
financial statements (…) in the past. We expect continuing losses
and negative cash flows. We cannot predict the extent of any future
losses, and we may not be able to achieve or maintain
profitability” under Section 4.4) and to the risks described in the
second part of the Prospectus under Section 2 “Risks factors
relating to the Offering” (including in particular the risk that
“The shareholders may not realize any change-of-control premium on
their shares, as neither French law nor Swiss law regarding
mandatory takeover bids are applicable” (Section 2.7) and that
“Should there be an insufficient demand, the planned equity
financing under the Offering could be limited to the subscriptions
received if they reach at least EUR 40 million (i.e. 80% of the EUR
amount of the issue initially planned). Thus, if the subscriptions
received do not reach EUR 40 million, the transaction would be
cancelled and the subscriptions orders would be null and
void.”.
With respect to the Member States of the European Economic Area
which have implemented the Prospectus Directive (each a "Relevant
Member State"), no action has been undertaken or will be undertaken
to make an offer to the public of the securities requiring a
publication of a prospectus in any Relevant Member State, other
than France. As a result, the new or existing shares of the Company
may not be offered or will not be offered in any Relevant Member
State other than France, except, (i) to any legal entity which is a
qualified investor as defined under the Prospectus Directive; (ii)
to fewer than 100, or, if the Relevant Member State has implemented
the relevant provisions of Directive 2010/73/EU, 150, natural or
legal persons (other than qualified investors as defined in the
Prospectus Directive) as permitted under the Prospectus Directive;
or in any other circumstances not requiring the Company to publish
a prospectus as provided under Article 3(2) of the Prospectus
Directive and/or regulations applicable in this Relevant Member
State, provided that no such offer of new or existing shares of the
Company shall result in a requirement for the Company to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus
Directive.
For the purposes of this provision, the expression an “offer to
the public” in relation to the new or existing shares of the
Company in any Relevant Member State means the communication in any
form and by any means of sufficient information on the terms of the
offer and the new or existing shares of the Company to be offered
so as to enable an investor to decide to purchase the new or
existing shares of the Company, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive
in that Member State.
In connection with the Offering, Bryan, Garnier & Co (the
"Stabilising Manager") (or persons acting on behalf of the
Stabilising Manager) may, to the extent permitted by applicable
law, over-allot shares up to a maximum of 15% of the total number
of shares comprised in the global offering and effect transactions
that stabilise or maintain the market price of the Shares at a
level higher above those which might otherwise prevail in the
regulated market of Euronext in Paris. These transactions may begin
on the same day or after the start of the trading on the regulated
market of Euronext in Paris and will terminate no later than 30
days after the start of trading on Euronext Paris Such transactions
may be effected on the regulated market of Euronext in Paris, in
the over-the-counter market or otherwise. There is no assurance
that such stabilisation will be undertaken and, if it is
undertaken, it may be discontinued at any time.
This press release contains certain forward-looking statements
concerning Symetis and its business, including the Company’s
strategy and plans for the Company’s products. Such forward-looking
statements are, by their nature, subject to a number of important
risks and uncertainties, and the actual results, financial
condition, performance or achievements of Symetis may be materially
different from the plans, objectives and expectations expressed or
implied in such forward-looking statements. Forward-looking
statements speak only as of the date on which they are made, and
Symetis undertakes no obligation to update or revise any of them,
whether as a result of new information, future events or otherwise,
except as required by law.
1 The Offer Price may be set outside this range. In the event
that the upper limit of this range is raised or that the Offer
Price is fixed above the upper limit of the range, the closing date
of the OPO will be postponed or a new public subscription period
will be opened, as appropriate, so that there are no fewer than two
business days between the date of publication of the press release
giving notice of this modification and the new OPO closing date.
Orders placed in the OPO before publication of the above mentioned
press release will remain valid unless they have been specifically
revoked before the new OPO closing date. The Offer Price may be set
freely below the lower limit of the indicative price range or the
indicative price range may be modified downwards (subject to there
being no significant impact on the other terms of the
Offering).
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170319005076/en/
SymetisKhaled Bahi, +41 (0) 21 651 01 60Chief Financial
Officerinvestors@symetis.comorWeber ShandwickAlphonse
Daudré-Vignier, +41 (0) 79 127 63
58adaudre-vignier@webershandwick.comorNewCapPierre Laurent,
Florent Alba and Tristan Roquet Montegon+33 (0) 14 471
9497plaurent@newcap.fr
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