LEIDEN, THE NETHERLANDS--(Marketwire - Jan 16, 2013) - Biotech company Pharming Group NV("Pharming" or "the Company") (NYSE Euronext: PHARM) today announced thatit hasentered into a financing of EUR16.35 million (EUR 15.3 million netproceeds aftersubtraction of transaction fees and a 2% issuers discount) by meansof aconvertible bond with a syndicate of existing specialised andinstitutionalinvestors led by Kingsbrook Opportunities Master Fund LP. Thisfinancing issubject to shareholder approval to be requested at an upcomingextraordinarymeeting of shareholders on February 28th, 2013 (the "EGM").
The bonds will have a fixed conversion price of EUR0.03. The bonds may beredeemedin cash or shares at the option of the Company in seven monthly tranchesbetweenMarch and September 2013 and carry a coupon of 8.5% percent perannum. Thefacility will be amortized according to 93.5% of the lowest ten VWAP's(VolumeWeighted Average Price) over each 20 day pricing period. The investors willalsobe receiving 30% warrant coverage. The warrants will be exercisable forfiveyears as of the EGM and have an exercise price of EUR0.03.
The proceeds from this facility, which follows the receipt in November 2012of aUS$10 million milestone payment from Santarus related to the positiveread outof the pivotal US Phase III clinical study of RUCONEST®, will furtherstrengthenthe balance sheet and is foreseen to secure Pharming's cash runwaythroughoutthe upcoming regulatory approval process in the USA. The submissionof aBiologics License Application (BLA) for RUCONEST to the FDA is expectedin thefirst half of 2013, followed as a next step by the decision of theFDA onacceptance of the BLA for the review within 60 days after thissubmission, atwhich point an additional US$5 million milestone will be payable fromSantarusto Pharming.
The EGM will be announced on the Company's website later today. At thisEGM, theCompany will request shareholder approval for (i) a 10:1 reverse sharesplitfollowed by (ii) a reduction of the nominal value of the shares from Euro0.10to Euro 0.01 and (iii) an increase of the Company's authorized sharecapitalfrom 130 million to 450 million shares following the reverse share split,suchan amount of authorized shares being able to both cover the facilityand thewarrants and also to re-install an adequate reserve of authorized sharecapital.
The Company will issue at closing of the facility, an aggregate of 180millionshares as down payment to the investors for the firstamortization(s). Theinvestors will provide the Company with an irrevocable proxy tosupport theproposals at the upcoming EGM. Pharming shall publish a prospectuson itswebsite in respect of the listing and trading of these shares, which isexpectedto commence on February 1st, 2013, the day following the record date oftheEGM.
For as long as the convertible notes are outstanding, the Company will notcallany additional tranches from the existing Equity Working Capital Facility,underwhich EUR5.1 million additional financing remains available.
Sijmen de Vries, Pharming CEO, said: "We are delighted that we have yetagainfound a committed institution, Kingsbrook, to lead a financing. We believethat,in combination with the ongoing reduction of our cost basethrough thedownsizing of our infrastructure and organisation and the contingentmilestonepayments from Santarus of up to US$ 25 million associated with the USregulatoryprocess, this financing represents a pivotal step forward towardsdelivering onour strategy of transitioning from a research driven cash-consumingbiotechcompany to an externally focused, cash generative collaborativeresearch anddevelopment business."
Roth Capital Partners acted as the lead placement agent to Pharming inthistransaction.
ENDS About Pharming Group NV
Pharming Group NV is developing innovative products for the treatment ofunmetmedical needs. RUCONEST® (RHUCIN® in non-Europeanterritories) is arecombinant human C1 inhibitor approved for the treatment of angioedemaattacksin patients with HAE in all 27 EU countries plus Norway, IcelandandLiechtenstein, and is distributed in the EU by Swedish OrphanBiovitrum.Rhucin® is partnered with Santarus Inc (
Additional information is available on the Pharming website,www.pharming.com.
This press release contains forward looking statements that involveknown andunknown risks, uncertainties and other factors, which may cause theactualresults, performance or achievements of the Company to be materiallydifferentfrom the results, performance or achievements expressed or implied bytheseforward looking statements.
Press release (PDF):http://hugin.info/132866/R/1670717/543006.pdf
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Source: Pharming Group N.V. via Thomson Reuters ONE
- Investment & Company Information
Sijmen de Vries
T: +31 71 524 7160
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