Lainate – June 22, 2015 Cassiopea SpA (“Cassiopea” or “the Company”), a clinical stage specialty pharmaceutical company focused on developing and commercializing innovative and differentiated medical dermatology products addressed to the topical treatment of acne, androgenic alopecia and genital warts announced on June 9, 2015 its intention to float and list its ordinary shares with a nominal value of EUR 1 each (the “Shares”) on SIX Swiss Exchange by way of an offering of Shares (the “Offering”) by Cosmo Pharmaceuticals S.A. (“Cosmo”). Cassiopea today announces a price range of CHF 30 to CHF 40 per Share. Cassiopea also announces the simultaneous publication of the offering and listing memorandum in connection with the Offering.
The Offering consists solely of the sale of secondary shares by Cassiopea’s majority shareholder Cosmo which intends to reduce its current 97% shareholding in the Company to below 50%. Up to 4,800,000 Shares will be made available in the Offering. Cosmo has further granted an over-allotment option of up to an additional 363,640 Shares, which can be exercised within 30 calendar days after the first day of trading on SIX Swiss Exchange.
Certain existing Cosmo shareholders (the “Cornerstone Investors”), who together own 62.8% of Cosmo’s outstanding share capital as of the date hereof, have committed to buy 1,163,600 shares of the Offering, while 687,947 shares will be reserved for offer to remaining Cosmo shareholders should they wish to participate in the Offering.
The Offering consists of a public offering in Switzerland, private placements to qualified investors in certain jurisdictions outside of Switzerland and the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and on exemptions provided by the EU Prospectus Directive in accordance with applicable securities laws, and private placements in the United States to qualified institutional buyers, as defined in, and in reliance on, Rule 144A under the Securities Act.
Cosmo will receive all net Offering proceeds. Prior to the Offering, EUR 49.9 million cash was contributed to Cassiopea by the Company’s current shareholders in order for it to fund its ongoing clinical trials up to the end of 2017.
Cosmo, each member of the Board of Directors and the Management of Cassiopea, as well as the Cornerstone Investors have agreed to a lock up of 12 months after the first day of trading of Cassiopea. Cassiopea has agreed not to issue or sell its shares for 6 months after the first day of trading of Cassiopea.
The bookbuilding process will commence on June 22, 2015 and is expected to conclude on or about July 2, 2015 after which the final offer price and the final number of offered shares will be announced. The listing and commencement of trading of the Shares on SIX Swiss Exchange is expected to occur on or about July 3, 2015.
Jefferies and Credit Suisse are acting as Global Coordinators with Jefferies acting as stabilization agent. Bank am Bellevue is acting as Co-Lead Manager in connection with the Offering.
Cassiopea is a clinical-stage specialty pharmaceutical company focused on developing and commercializing innovative and differentiated medical dermatology products. Initial focus is on the topical treatment of acne, androgenic alopecia (or AGA) and genital warts. The portfolio comprises four unencumbered clinical candidates, for which Cassiopea owns the worldwide rights. For further information on Cassiopea, please visit www.cassiopea.com.
For further details please contact
Martin Meier Pfister
Telephone: +41 43 244 81 40
Diana Harbort, CEO
Dr. Chris Tanner, CFO & Head of Investor Relations
Telephone: +39 02 868 91 124
In the European Economic Area, with respect to any Member State that has implemented Directive 2003/71/EC and Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
These materials shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This communication is not for distribution in the United States, Canada, Australia or Japan. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which it is unlawful to do so. In particular, these materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the “Securities Act”). The securities referred to herein have not been and will not be registered under the Securities Act. There will be no public offering of these securities in the United States.
This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus or a similar communication within the meaning of article 752, 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 will be made solely by means of, and on the basis of, the offering and listing memorandum. An investment decision regarding the offered securities of the Company should only be made on the basis of the offering and listing memorandum which can be obtained from Credit Suisse AG, Zurich (T +41 44 333 4385, F +41 44 333 3593, firstname.lastname@example.org).
In connection with the offer or sale of the securities referred to herein, the Managers may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilisation action or over-allotment will be conducted by the Managers in accordance with all applicable laws and rules. Save as required by law or regulation, the Managers do not intend to disclose the extent of any stabilisation action. No representation is made as to whether the Managers will engage in any stabilisation activity or that this activity, if commenced, will not be discontinued without notice.
For the avoidance of doubt, none of the Managers makes any representation or warranty that it intends to accept or be bound to any of the information contained herein nor shall the Managers be obliged to enter into any further discussions or negotiations pursuant thereto but shall be entitled in their absolute discretion to act in any way that they see fit in connection with the potential transaction. Any discussions, negotiations or other communications that may be entered into, whether in connection with this communication or otherwise, shall be conducted subject to contract. No representation or warranty expressly or implicitly, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Managers or any of their respective officers, employees or agents as to or in relation to the accuracy or completeness of this communication, publicly available information on the Company or any other written or oral information made available to any interested party or its advisors and any liability therefore whether in contract, tort or otherwise is hereby expressly disclaimed.
The Managers are acting on behalf of the Company and no one else in connection with the securities referred to herein and will not be responsible to any other person for providing the protections afforded to clients of the Managers, or for providing advice in relation to the securities referred to herein.