Share Issue/Capital Change • Mar 25, 2014
Share Issue/Capital Change
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PRESS RELEASE
Paris, France, March 25, 2014 - Cellectis SA (Alternext: ALCLS.PA) today announced it has received commitments for a capital increase of €20,520,000 from U.S. biotechnology institutional investors. Cellectis will issue a total of 4,000,000 new shares at a price of €5.13 per share, above last closing sale price and at no discount to the 5-day VWAP.
The financing was led by OrbiMed Advisors and included venBio, Ridgeback Capital Management, Aquilo Capital Management and Merlin Nexus, among others.
The proceeds of the transaction will be used for the acceleration of innovation in T cells genome engineering in order to provide them with new properties and the enhancement of the structures and function of antigenic chimeric receptor (CAR), and the self-developments of the company's proprietary T cell CAR portfolio dedicated to the treatment of leukemia and solid tumors.
The capital increase was carried out without preferential subscription rights for the benefit of investors defined in article L.411-2 II of the French monetary and financial code (qualified investors and/or small circle of investors), in accordance with article L. 225-136 of the French commercial code and with the 11th resolution of Cellectis's general meeting of shareholders held on June 14, 2013.
The capital increase represents approximately 19% of the capital of the Company to date and a dilution to existing shareholders of approximately 16%.
The settlement of the new shares shall take place (subject to usual market conditions) no later than the early days of April.
The new shares, with a nominal value of € 0.05, will be common shares and will be listed on the same line as the existing of the company under ISIN code FR0010425595. They will carry the same dividend rights as the existing shares and will be entitled, after issuance, to all dividends declared by the company from that date.
OrbiMed is a leading investment firm dedicated exclusively to the healthcare sector, with approximately \$10 billion in assets under management. OrbiMed invests globally across the spectrum of healthcare companies, from venture capital start-ups to large multinational companies. OrbiMed's team of more than 80 employees manages a series of private equity funds, public equity funds, royalty/debt funds and other investment vehicles. OrbiMed maintains its headquarters in New York City, with additional offices in San Francisco, Shanghai, Mumbai and Herzliya.
Cellectis is a biopharmaceutical company focused on oncology. The company's mission is to develop a novel generation of therapy based on allogeneic T-cells to treat cancer. Cellectis capitalizes on its 14 years of expertise in genome engineering, based on TALEN™, meganucleases and the state-of-the-art electroporation technology Pulsagile, to create a new generation of cancer immunotherapy for treating leukemias and solid tumors. Cellectis adoptive cancer immunotherapy for chronic and acute leukemias is based on the first allogeneic T-cell chimeric antigen receptor (CAR) technology. CAR technologies are designed to target surface antigens expressed on cells. These treatments reduce toxicities associated with current chemotherapeutics and have the potential for curative therapy. The Cellectis Group is focused on life sciences and uses leading genome engineering technologies to build innovative products in various fields and markets. Cellectis is listed on the NYSE Alternext market (ticker: ALCLS). To find out more about us, visit our website: www.cellectis.com.
Cellectis Philippe Valachs Phone: +33 (0)1 81 69 16 00 Email: [email protected]
This announcement is for information purposes only and does not, and shall not, in any circumstances, constitute a public offering by Cellectis nor a solicitation of an offer to subscribe for securities in any jurisdiction, including France.
In particular, this announcement and the information contained herein do not constitute an offer or solicitation of an offer to subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The shares of Cellectis have not been and will not be registered under the U.S. Securities Act and Cellectis does not intend to register securities or conduct a public offering in the United States.
With respect to the member states of the European Economic Area which have implemented the Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended, in particular by Directive 2010/73/EC of the European Parliament and of the Council of November 24, 2010 (the "Prospectus Directive"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member state.
In the United Kingdom, this document is only being distributed to, and is only directed at, persons that are "qualified investors" within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, this document must not be acted on or relied on by persons who are not relevant persons.
In accordance with Article 211-3 of the General Rgulation of the AMF, it is recalled that the the above mentioned private placement does not require a prospectus to be submitted for approval to the AMF.
The distribution of this announcement in certain countries may be subject to specific regulations. The persons in possession of this announcement shall then get knowledge of any local restrictions and shall comply with these restrictions.
Any decision to subscribe for Cellectis shares should only be made on the basis of public information about Cellectis.
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