Curetis Announces the Exercise of the Over-Allotment Option
Curetis AG / Curetis Announces the Exercise of the Over-Allotment Option . Processed and transmitted by NASDAQ OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Holzgerlingen, Germany, December 3, 2015 -- Curetis N.V. (the "Company" and, together with Curetis AG, "Curetis"), a developer of next-level molecular diagnostic solutions, announces today the partial exercise of the Over-allotment Option (as defined below) by RBC Capital Markets, acting as the sole global coordinator on behalf of RBC Capital Markets, Bank Degroof Petercam and ICF Bank AG (the "Underwriters"), and the end of the stabilisation period in relation to its initial public offering on Euronext in Amsterdam and Euronext in Brussels (the "IPO" or the "Offering").
As part of its IPO and as set forth in the prospectus dated October 27, 2015, Curetis granted the sole global coordinator, on behalf of the Underwriters, an option to purchase up to 600,000 additional shares at the offer price of EUR 10.00, which was exercisable for a period of 30 calendar days following the first day of listing and trading of Curetis' shares on Euronext in Amsterdam and Euronext in Brussels (i.e. November 11, 2015) (the "Over-allotment Option").
On December 3, 2015, the sole global coordinator, on behalf of the Underwriters, exercised the Over-allotment Option for 431,033 shares, raising additional gross proceeds of EUR 4,310,330 for Curetis.
Including the exercise of the Over-allotment Option, the total size of the Offering was 4,431,033 ordinary shares, representing 28.5% of the 15,538,411 ordinary shares of the Company, upon settlement.
The new shares will be listed on Euronext in Amsterdam and Euronext in Brussels and will be issued on or about December 7, 2015, and rank pari passu with the existing shares.
Details of the stabilisation activity carried out by RBC Capital Markets, acting as the stabilisation manager, are available in appendix A.
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Contact details
Curetis AG
Max-Eyth-Str. 42
71088 Holzgerlingen, Germany
Tel. +49 7031 49195-10
[email protected]
www.curetis.com - www.unyvero.com
Media & Investor Inquiries
akampion
Dr. Ludger Wess / Ines-Regina Buth
Managing Partners
[email protected]
Tel. +49 40 88 16 59 64
Tel. +49 30 23 63 27 68
About Curetis AG
Founded in 2007, Curetis AG is a molecular diagnostics company which focuses on the development and commercialization of reliable, fast and cost-effective products for diagnosing severe infectious diseases. The diagnostic solutions of Curetis AG enable rapid multi-parameter pathogen and antibiotic resistance marker detection in only a few hours, a process that today can take up to days or even weeks with other techniques.
To date, Curetis has raised EUR 44.3 million in an IPO on Euronext Amsterdam and Euronext Brussels and private equity funds of over EUR 63.5 million. The company is based in Holzgerlingen near Stuttgart, Germany. Curetis has signed collaboration agreements with Heraeus Medical and Cempra Inc. as well as several international distribution agreements covering many countries across Europe, the Middle East and Asia.
For further information, please visit www.curetis.com.
Important legal information
These materials are for informational purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary shares in the share capital of the Company (the "Shares") in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction to whom or in which such offer or solicitation is unlawful and the distribution of this communication in jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.
The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an exemption from the registration requirements under the Securities Act. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Shares in the United States. The securities referred to herein may not be offered or sold in Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.
The Company has not authorised any offer to the public of Shares in any Member State of the European Economic Area, except in the Federal Republic of Germany and the Netherlands. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive other than the Netherlands and Germany (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Shares requiring publication of a prospectus in any Relevant Member State. As a result, the Shares may only be offered in Relevant Member States:
(i) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive; or
(ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
In the United Kingdom, this document and any other materials in relation to the Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of these materials or any other offering or publicity material relating to such Shares in any jurisdiction, except for the Republic of Germany and the Netherlands, where action for that purpose is required.
This announcement is not an advertisement within the meaning of the Prospectus Directive and does not constitute a prospectus. An offer to acquire Shares is made, and any investor should make his investment, solely on the basis of information that is contained in the prospectus made generally available in connection with this offering. Copies of the prospectus may be obtained through the website of the Company.
This document may contain forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of the Company and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. You can identify forward-looking statements by terms such as "believe", "anticipate", "expect", "estimate", "may", "could", "should", "would", "will", "intend", "plan", the negative of such terms or other similar expressions. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.. The Company does not assume any obligations to update any forward-looking statements.
Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or South Africa. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law.
The Underwriters are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person as their respective client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective client or for giving advice in relation to the Offering or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Appendix A
| Date of stabilisation trades | Price range of stabilisation trades (EUR) |
| 11 November 2015 | €10 |
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Curetis AG via Globenewswire
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