Xenon Pharmaceuticals Announces Pricing of Upsized $300.0 Million Public Offering
30 November 2023 - 2:51PM
Xenon Pharmaceuticals Inc. (Nasdaq:XENE) (“Xenon”), a
neurology-focused biopharmaceutical company, today announced the
pricing of its upsized underwritten public offering of 8,461,542
common shares and, in lieu of common shares to certain investors,
pre-funded warrants to purchase up to 769,230 common shares
pursuant to its existing shelf registration statement. The common
shares are being offered at a public offering price of $32.50 per
common share and the pre-funded warrants are being offered at a
price of $32.4999 per pre-funded warrant. The gross proceeds to
Xenon from the offering, before deducting underwriting discounts
and commissions and other offering expenses payable by Xenon, are
expected to be approximately $300.0 million. In addition, Xenon has
granted to the underwriters of the offering an option for a period
of 30 days to purchase up to an additional 1,384,615 common shares
at the public offering price, less the underwriting discounts and
commissions. The offering is expected to close on or about December
4, 2023 subject to customary closing conditions.
J.P. Morgan, Jefferies, BofA Securities, Stifel,
and RBC Capital Markets are acting as joint book-running managers
for the offering.
An automatically effective shelf registration
statement relating to the securities offered in the public offering
described above was filed with the Securities and Exchange
Commission (SEC) on October 4, 2021. The offering is being made
only by means of a written prospectus and prospectus supplement
that form a part of the registration statement. A preliminary
prospectus supplement and accompanying prospectus relating to the
offering have been filed with the SEC and are available on the
SEC’s website at www.sec.gov. A final prospectus supplement and
accompanying prospectus will be filed with the SEC. Copies of the
final prospectus supplement and the accompanying prospectus, when
available, may also be obtained by contacting J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204,
or by email at prospectus-eq_fi@jpmchase.com; Jefferies LLC,
Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, New York, NY 10022, by telephone at (212) 284-2300, or by
email at prospectus_department@jefferies.com; BofA Securities,
Attention: Prospectus Department, NC1-0220-02-25, 201 North Tryon
Street, Charlotte, NC 28255-0001, or by email at
dg.prospectus_requests@bofa.com; Stifel, Nicolaus & Company,
Incorporated, Attention: Syndicate, One Montgomery Street, Suite
3700, San Francisco, CA 94104, by telephone at (415) 364-2720, or
by email at syndprospectus@stifel.com; or RBC Capital Markets, LLC,
Attention: Equity Capital Markets, 200 Vesey Street, New York, NY
10281, by telephone at (877) 822-4089, or by email at
equityprospectus@rbccm.com.
No securities are being offered or sold,
directly or indirectly, in Canada or to any resident of Canada.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities being
offered, nor shall there be any sale of the securities being
offered in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or other
jurisdiction.
Safe Harbor StatementThis press
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995 and Canadian securities laws. These
forward-looking statements are not based on historical fact and
include statements regarding the anticipated closing of the public
offering. These forward-looking statements are based on current
assumptions that involve risks, uncertainties and other factors
that may cause the actual results, events or developments to be
materially different from those expressed or implied by such
forward-looking statements. These risks and uncertainties, many of
which are beyond our control, include, but are not limited to,
uncertainties related to market conditions and the completion of
the public offering on the anticipated terms or at all, as well as
the other risks identified in our filings with the SEC and the
securities commissions in British Columbia, Alberta and Ontario.
These forward-looking statements speak only as of the date hereof
and we assume no obligation to update these forward-looking
statements, and readers are cautioned not to place undue reliance
on such forward-looking statements.
Investor/Media Contact:Jodi RegtsXenon
Pharmaceuticals Inc.Phone: 604.484.3353Email:
investors@xenon-pharma.com
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