BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE June 8, 2015 at 9.20 p.m.
CORRECTION: Biotie Increases Proposed U.S. Public Offering of ADSs
The stock exchange release published today at 3.35 p.m. by Biotie Therapies Corp. concerning the increase of its proposed U.S. public offering did not include a paragraph containing further information as to where the registration statement and certain other documents relating to the proposed offering are available. The following contains the amended stock exchange release in its entirety.
Biotie Increases Proposed U.S. Public Offering of ADSs
Biotie Therapies Corp. ("Biotie" or the "Company"), a specialized drug development company focused on products for neurodegenerative and psychiatric disorders, has decided to increase its proposed U.S. public offering from $50 million to $56 million American Depositary Shares ("ADSs") representing its shares.
The Company announced on June 4, 2015 its proposed U.S. public offering of $50 million. UCB S.A. ("UCB") has since agreed to cover the majority of the underwriters' 30-day option to subscribe for up to an additional 15% of the shares represented by ADSs sold in the U.S. public offering for the sole purpose of covering potential over-allotments (the "Over-allotment Option"). As a result, the Company has decided to increase the offering to $56 million, based on the authorization granted by the Annual General Meeting of shareholders on May 26, 2015. Total proceeds to the Company from the U.S. public offering and the issuance of convertible promissory notes and warrants to certain U.S. investors and certain existing shareholders completed on May 28, 2015 will remain in-line with plans announced at that meeting to raise a total of approximately €95 million. The change in structure will allow the Company to increase the amount of funding raised to fund the Company's phase 3 program for tozadenant without dependence on whether the underwriters exercise the Over-allotment Option.
UCB's shares represent 519,583 ADS out of the potential maximum of 566,688 ADS based on the below prices and assumptions. Biotie will not receive any proceeds from the UCB shares and there will be no change in the number of newly registered shares as a result of the sale of these UCB shares. The offering is expected to be completed by the end of June.
On June 2, 2015, the last reported sale price of Biotie's shares on the NASDAQ OMX Helsinki Ltd. was €0.168 per share, which is equivalent to a price of $14.82 per ADS, assuming an exchange rate of $1.1029 per euro and a share to ADS ratio of 80 to one. Based on these prices and assumptions and excluding the Over-allotment Option, a total of 3,777,919 ADSs would be offered, representing 302,233,506 newly issued shares.
As previously announced, certain of Biotie's existing investors and certain members of its board of directors have indicated an interest in purchasing up to an aggregate of $25 million of ADSs in the U.S. public offering at the public offering price. An updated registration statement relating to the securities to be issued in the offering has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.
The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission ("SEC") for the U.S. public offering to which this communication relates. Before you invest in the U.S. public offering, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Equity Syndicate Department, or by calling +1 877 822 4089, or by emailing equityprospectus@rbccm.com, or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at +1 415 364 2720 or by email at syndprospectus@stifel.com.
This stock exchange release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Turku, June 8, 2015
Biotie Therapies Corp.
Timo Veromaa President and CEO
Contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp. tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
DISTRIBUTION: NASDAQ OMX Helsinki Ltd Main Media
About Biotie
Biotie is a specialized drug development company focused on products for neurodegenerative and psychiatric disorders. Biotie's development has delivered Selincro (nalmefene) for alcohol dependence, which received European marketing authorization in 2013 and is currently being rolled out across Europe by partner Lundbeck. The current development products include tozadenant for Parkinson's disease, which is transitioning into Phase 3 development, and two additional compounds which are in Phase 2 development for cognitive disorders including Parkinson's disease dementia, and primary sclerosing cholangitis (PSC), a rare fibrotic disease of the liver.
Disclaimer
The information herein may not be distributed or sent into Australia, Canada, Japan or South Africa.
The issue, exercise and/or sale of securities in the offerings are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area, including Finland. With respect to each Member State of the European Economic Area, including Finland, which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "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 securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, 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 (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) 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 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Forward-Looking Statements
This release may contain forward-looking statements regarding the proposed timing and size of the public offering, all of which involve certain risks and uncertainties. These statements are often, but are not always, made through the use of words or phrases such as "believes," "anticipates," "expects," "intends," "plans," "seeks," "estimates," "may," "will," "could," "stands to," "continues," "we believe," "we intend," as well as similar expressions. Such forward-looking statements may involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition, performance or achievements of Biotie, or industry results, to be materially different from any historic or future results, financial conditions, performance or achievements expressed or implied by such forward-looking statements. Among the factors that may result in differences are the inherent uncertainties associated with competitive developments, clinical trial and product development activities, regulatory approval requirements and estimating the commercial potential of our product candidates. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. Biotie expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.
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