Pharming announces â‚¬16.35 million convertible bond financing
Leiden, the Netherlands, January 16, 2013. Biotech company Pharming Group NV
("Pharming" or "the Company") (NYSE Euronext: PHARM) today announced that it has
entered into a financing of â‚¬16.35 million (â‚¬ 15.3 million net proceeds after
subtraction of transaction fees and a 2% issuers discount) by means of a
convertible bond with a syndicate of existing specialised and institutional
investors led by Kingsbrook Opportunities Master Fund LP. This financing is
subject to shareholder approval to be requested at an upcoming extraordinary
meeting of shareholders on February 28(th), 2013 (the "EGM").
The bonds will have a fixed conversion price of â‚¬0.03. The bonds may be redeemed
in cash or shares at the option of the Company in seven monthly tranches between
March and September 2013 and carry a coupon of 8.5% percent per annum. The
facility will be amortized according to 93.5% of the lowest ten VWAP's (Volume
Weighted Average Price) over each 20 day pricing period. The investors will also
be receiving 30% warrant coverage. The warrants will be exercisable for five
years as of the EGM and have an exercise price of â‚¬0.03.
The proceeds from this facility, which follows the receipt in November 2012 of a
US$10 million milestone payment from Santarus related to the positive read out
of the pivotal US Phase III clinical study of RUCONESTÂ®, will further strengthen
the balance sheet and is foreseen to secure Pharming's cash runway throughout
the upcoming regulatory approval process in the USA. Â The submission of a
Biologics License Application (BLA) for RUCONEST to the FDA is expected in the
first half of 2013, followed as a next step by the decision of the FDA on
acceptance of the BLA for the review within 60 days after this submission, at
which point an additional US$5 million milestone will be payable from Santarus
The EGM will be announced on the Company's website later today. At this EGM, the
Company will request shareholder approval for (i) a 10:1 reverse share split
followed by (ii) a reduction of the nominal value of the shares from Euro 0.10
to Euro 0.01 and (iii) an increase of the Company's authorized share capital
from 130 million to 450 million shares following the reverse share split, such
an amount of authorized shares being able to both cover the facility and the
warrants and also to re-install an adequate reserve of authorized share capital.
The Company will issue at closing of the facility, an aggregate of 180 million
shares as down payment to the investors for the first amortization(s). The
investors will provide the Company with an irrevocable proxy to support the
proposals at the upcoming EGM. Pharming shall publish a prospectus on its
website in respect of the listing and trading of these shares, which is expected
to commence on February 1(st), 2013, the day following the record date of the
For as long as the convertible notes are outstanding, the Company will not call
any additional tranches from the existing Equity Working Capital Facility, under
which â‚¬5.1 million additional financing remains available.
Sijmen de Vries, Pharming CEO, said: "We are delighted that we have yet again
found a committed institution, Kingsbrook, to lead a financing. We believe that,
in combination with the ongoing reduction of our cost base through the
downsizing of our infrastructure and organisation and the contingent milestone
payments from Santarus of up to US$ 25 million associated with the US regulatory
process, this financing represents a pivotal step forward towards delivering on
our strategy of transitioning from a research driven cash-consuming biotech
company to an externally focused, cash generative collaborative research and
Roth Capital Partners acted as the lead placement agent to Pharming in this
About Pharming Group NV
Pharming Group NV is developing innovative products for the treatment of unmet
medical needs. RUCONEST(Â®) (RHUCIN(Â®) in non-European territories) is a
recombinant human C1 inhibitor approved for the treatment of angioedema attacks
in patients with HAE in all 27 EU countries plus Norway, Iceland and
Liechtenstein, and is distributed in the EU by Swedish Orphan Biovitrum.
Rhucin(Â®) is partnered with Santarus Inc (NASDAQ: SNTS) in North America where
the drug has completed Phase III clinical development. The product is also being
evaluated for various follow-on indications. Pharming has a unique GMP
compliant, validated rabbit platform for the production of recombinant human
proteins that, with the EU approval of Pharming's rhC1 inhibitor, has proven
capable of producing industrial volumes of high quality recombinant human
protein in a significantly more economical way through low upfront capital
investment and manufacturing costs, compared to current cell based technologies.
Pharming now plans to utilise this platform for the development of rhFVIII for
the treatment of Haemophilia A.
Additional information is available on the Pharming website, www.pharming.com.
This press release contains forward looking statements that involve known and
unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of the Company to be materially different
from the results, performance or achievements expressed or implied by these
forward looking statements.
Sijmen de Vries, CEO: T: +31 71 524 7160
FTI ConsultingÂ :
Julia Phillips/ John Dineen, T: +44 (0)207 269 7193
Press release (PDF):
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Source: Pharming Group N.V. via Thomson Reuters ONE