Curetis IPO priced at EUR 10.00 per Share; raises EUR 40 million

November 10, 2015 5:23 PM EST

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Curetis AG / Curetis IPO priced at EUR 10.00 per Share; raises EUR 40 million . 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, November 10, 2015 -- Curetis N.V.[1] (the "Company" and, together with Curetis AG, "Curetis"), a developer of next-level molecular diagnostic solutions, today announces the completion of its initial public offering, which was launched on October 28, 2015 (the "IPO" or the "Offering"). The listing of and first trading of all of Curetis' shares (the "Shares") (on an "as-if-and-when-issued" basis) on Euronext in Amsterdam and Euronext in Brussels is expected to commence on November 11, 2015 (the "First Trading Date") under the ticker symbol "CURE".

Highlights of the Offering

  • The final offer price for the Offering is set at EUR 10.00 (the "Offer Price"), corresponding to market capitalization of the Company at listing of approximately EUR 151 million (prior to the exercise of the Over-allotment Option).
  • Total number of ordinary Shares issued in the Offering amounts to 4,000,000 new shares (the "New Shares") (representing approximately 26.5% of the Shares, prior to the exercise of the Over-allotment Option).
  • In addition, an Over-allotment Option to subscribe to up to 600,000 additional newly issued Shares (the "Additional Shares"), equivalent to up to 15% of the total number of the New Shares) at the Offer Price has been granted by the Company to RBC Capital Markets, as Sole Global Coordinator, on behalf of the Underwriters (the "Over-allotment Option", and the Additional Shares together with the New Shares are referred to as the "Offer Shares"). The Over-allotment Option will be exercisable for a period of 30 calendar days following the First Trading Date.
  • If the Over-allotment Option is exercised in full, the total number of Offer Shares will represent approximately 29.3% of the Shares and the approximate market capitalization of Curetis will be EUR 157 million (at the Offer Price). The Company will announce if and when the Over-allotment Option is exercised.
  • Delivery of the Offer Shares, closing and settlement of the Offering and the start of unconditional trading in the Shares are expected to take place on November 13, 2015.

"We are very pleased that we could attract a significant number of renowned institutional investors in our IPO," said Oliver Schacht, PhD, CEO of Curetis. "The success of the transaction demonstrates that the capital markets acknowledge the need for diagnostics such as our Unyvero solution, which are addressing infectious diseases and antibiotic resistances."

Further details on the Offering

The Offering consists of a public offering in Germany to retail and institutional investors and a private placement to certain institutional and other eligible investors in various other jurisdictions.

Curetis AG's existing shareholders have agreed to lock-up provisions for a period of 365 days of which the first 180 days is a hard-lock period during which the restrictions under the lock-up may not be waived by the Joint Bookrunners (acting on behalf of the Underwriters). The Company, its managing directors and Curetis AG's current and former employees have also agreed to lock-up provisions for a period of 365 days. The restrictions under the lock-up provisions applicable to the Company's managing directors and Curetis AG's current and former employees may not be waived during their term. All lock-up arrangements are subject to customary carve-outs.

RBC Capital Markets acted as Sole Global Coordinator for the Offering. RBC Capital Markets and Bank Degroof Petercam together acted as Joint Bookrunners for the Offering. ICF Bank AG acted as Joint Lead Manager for the Offering. The Joint Bookrunners and the Joint Lead Manager together acted as Underwriters for the Offering. ICF Bank AG acted as Retail Coordinator for the Offering of Offer Shares to eligible retail investors in Germany. RBC Capital Markets will also be acting as Stabilisation Manager on behalf of the Underwriters.

Availability of the prospectus and pricing statement

The Offering has been made solely by means of a prospectus. Copies of the prospectus may, subject to applicable securities law restrictions, be obtained from the website of Curetis (www.curetis.com).

This press release also serves as the pricing statement in relation to the Offering and has been filed with the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiƫle Markten). This press release is also available on Curetis' website (www.curetis.com).

Stabilisation

In connection with the Offering, RBC Capital Markets as the Stabilisation Manager, or any of its agents, on behalf of the Underwriters may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilisation Manager and its agents will not be required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange (including Euronext in Amsterdam and Euronext in Brussels) or otherwise and may be undertaken at any time during the period commencing on the First Trading Date and ending no later than 30 calendar days thereafter. The Stabilisation Manager or any of its agents will not be obligated to effect stabilising transactions, and there will be no assurance that stabilising transactions will be undertaken. Such stabilising transactions, if commenced, may be discontinued at any time without prior notice. Save as required by law or regulation, neither the Stabilisation Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions under the Offering. The Stabilisation Manager may, for purposes of stabilising transactions, over-allot Shares up to a maximum of 15% of the New Shares (representing up to 600,000 Shares).

Earlier announcements relating to the Offering

On October 14, 2015, Curetis announced its intention to launch an IPO and listing on Euronext in Amsterdam and Euronext in Brussels. On October 28, 2015, Curetis announced the launch of the Offering. Those announcements, which include further information about Curetis and the Offering, are available on the website of Curetis (www.curetis.com).

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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 40 million in an IPO on Euronext Amsterdam and 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 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. The offer to acquire Shares will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding the Shares should exclusively be made on the basis of the prospectus. When made available, copies of the prospectus may be obtained at no cost from the Company and 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.



[1] The former Curetis B.V. was converted into Curetis N.V. immediately after determination of the final offer price.




This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
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

HUG#1965995


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