BELLUS Health Announces Pricing of US$200 Million Public Offering in Canada and the United States
15 December 2021 - 1:25PM
Business Wire
Common Shares Priced at US$8.00 per Share
In connection with its previously announced public offering of
common shares in Canada and the United States (the “Offering”),
BELLUS Health Inc. (“BELLUS Health” or the “Company”) (TSX and
Nasdaq: BLU) today announced that it has entered into an
underwriting agreement with a syndicate of underwriters comprising
Jefferies, Evercore ISI and RBC Capital Markets as joint
book-running managers, and including LifeSci Capital as lead
manager and H.C. Wainwright & Co. and Bloom Burton as
co-managers (collectively, the “Underwriters”), relating to the
public offering of 25,000,000 common shares. The shares are being
sold at a public offering price of US$8.00 per common share.
Closing of the Offering is expected to occur on December 17, 2021,
subject to the satisfaction of customary closing conditions. In
addition, the Underwriters have been granted a 30-day option
following the date hereof to purchase up to an additional 3,750,000
common shares from the Company.
The Offering is being made in Canada pursuant to a prospectus
supplement (the “Supplement”) to the Company’s amended and restated
short form base shelf prospectus dated December 14, 2021 (the
“A&R Base Shelf Prospectus”) and in the United States pursuant
to a registration statement on Form F-10, as it may be amended from
time to time, containing the Supplement and A&R Base Shelf
Prospectus filed with the U.S. Securities and Exchange Commission
(the “SEC”) in accordance with the Multijurisdictional Disclosure
System established between Canada and the United States.
The Company intends to use the net proceeds of the Offering
primarily to fund research and development activities, general and
administrative expenses, working capital needs and other general
corporate purposes, as set out in the Supplement.
The Company’s common shares are listed on the Toronto Stock
Exchange (the “TSX”) and the Nasdaq Global Market (“Nasdaq”) under
the symbol “BLU”. For the purposes of the TSX approval, the Company
intends to rely on the exemption set forth in Section 602.1 of the
TSX Company Manual, which provides that the TSX will not apply its
standards to certain transactions involving eligible interlisted
issuers on a recognized exchange, such as Nasdaq.
The Supplement and the accompanying A&R Base Shelf
Prospectus contain important detailed information about the
Offering. The Supplement and the accompanying A&R Base Shelf
Prospectus can be found on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov. Copies of the Supplement and accompanying A&R Base
Shelf Prospectus may also be obtained from the Company, by
telephone at 450-680-4500 or by email at info@bellushealth.com or
you may request them from: Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New
York, NY 10022, by telephone at 877-821-7388 or by email at
prospectus_department@jefferies.com; or Evercore Group L.L.C.,
Attention: Equity Capital Markets , 55 East 52nd Street, 35th
Floor, New York, NY 10055, by telephone at 888-474-0200 or by email
at ecm.prospectus@evercore.com; or RBC Capital Markets, LLC,
Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New
York, New York 10281, by telephone at (877) 822-4089 or by email at
equityprospectus@rbccm.com. Prospective investors should read the
Supplement and accompanying A&R Base Shelf Prospectus and the
other documents the Company has filed before making an investment
decision.
No regulatory authority has either approved or disapproved the
contents of this news release. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any province,
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such province, state or
jurisdiction.
About BELLUS Health
BELLUS Health Inc. is a clinical-stage biopharmaceutical company
developing novel therapeutics for the treatment of refractory
chronic cough (“RCC”) and other hypersensitization-related
disorders. The Company’s product candidate, BLU-5937, is being
developed for the treatment of adults with RCC.
Cautionary Note Regarding Forward-‐Looking
Statements
Certain statements contained in this news release, other than
statements of fact that are independently verifiable at the date
hereof, may constitute “forward-looking statements” within the
meaning of Canadian securities legislation and regulations, the
U.S. Private Securities Litigation Reform Act of 1995, as amended,
and other applicable securities laws. Such statements, based as
they are on the current expectations of management, inherently
involve numerous important risks, uncertainties and assumptions,
known and unknown. In this news release, such forward-looking
statements include, but are not limited to, statements regarding
the Offering, the granting of the option to purchase additional
shares and the anticipated use of proceeds from the Offering.
Completion of the Offering is subject to numerous factors, many of
which are beyond BELLUS Heath’s control, including but not limited
to, market conditions, the failure of the parties to satisfy
certain closing conditions and other important factors disclosed
previously and from time to time in BELLUS Health’s filings with
the securities regulatory authorities in each of the provinces and
territories of Canada and the SEC. Actual future events may differ
from the anticipated events expressed in such forward-looking
statements. BELLUS Health believes that expectations represented by
forward-looking statements are reasonable, yet there can be no
assurance that such expectations will prove to be correct. The
reader should not place undue reliance, if any, on any
forward-looking statements included in this news release. These
forward-looking statements speak only as of the date made, and
BELLUS Health is under no obligation and disavows any intention to
update publicly or revise such statements as a result of any new
information, future event, circumstances or otherwise, unless
required by applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20211214006371/en/
FOR MORE INFORMATION: Investors: Ramzi Benamar
Chief Financial Officer rbenamar@bellushealth.com
Media: Julia Deutsch Solebury Trout
jdeutsch@soleburytrout.com
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