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Acacia Pharma Group plc
Proposed Capital Raising by way of a Placing of New Ordinary Shares and Update on Early Positive Market Reception to US Launch of BARHEMSYS®
Cambridge, UK and Indianapolis, US – 18 February 2021, 13:15 CET: Acacia Pharma Group plc ("Acacia Pharma" or the "Company") (EURONEXT: ACPH), a commercial stage biopharmaceutical company focused on developing and commercializing novel products to improve the care of patients undergoing serious medical treatments such as surgery, invasive procedures, or chemotherapy, announces that it intends to raise EUR 20 million in new ordinary shares (the "New Ordinary Shares"), by means of an accelerated bookbuild offering (the "Placing"), with the possibility to increase the size of the Placing.
The Company also provides a brief update on the early positive market reception to the US launch of BAHREMSYS®. To date, approximately 90% of hospitals that have reviewed BARHEMSYS® for addition to their formulary have placed the drug on formulary resulting in 90 accounts across the US where the product is currently available on formulary.
“I am delighted to report that the US launches of both BARHEMSYS® and BYFAVO™ are proceeding extremely well despite the challenging operating environment imposed by Covid-19 related restrictions,” commented Mike Bolinder, Acacia Pharma’s CEO. “As for any US hospital product launch, two of the most important key performance indicators of early product acceptance in the market are the number of accounts that have placed the drug on their hospital formulary of approved products and the percentage of hospitals that have reviewed the product and decided to place it on their formulary. The launch of BARHEMSYS®, in its first full quarter with our salesforce in place, has exceeded the Company’s expectations and compares very favourably to recent comparable US hospital product launches. This is a great start by our focused and experienced sales force and further positive decisions for inclusions on additional hospital formularies are anticipated in the near term. We will provide a more detailed update on the significant progress that we have made in launching both products at the time of the full year results scheduled for the last week of March.”
The net proceeds of the Placing are intended to be used:
To meet its sales force and marketing costs relating to BARHEMSYS® and BYFAVO™ including brand development and engagement with key opinion leaders, healthcare professionals and medical conference and speaker programs;
To continue implementing post-approval research and development commitments including pediatric studies for BARHEMSYS® and BYFAVO™ and a renal study for BARHEMSYS®;
To satisfy interest and principal payments under existing loan agreements; and
For general corporate purposes relating to ongoing commercialization activities.
The price at which the New Ordinary Shares will be issued (the "Placing Price") and the total number of New Ordinary Shares to be issued in the Placing will be determined by way of an accelerated bookbuild process (the "Bookbuild"). It is intended that approximately EUR 20 million in gross proceeds will be raised from the Placing.
Bank Degroof Petercam SA/NV ("Degroof Petercam") is acting as Sole Bookrunner and Listing Agent (the “Sole Bookrunner” or the "Bank") in connection with the Placing.
The Bookbuild will start immediately following this announcement. Pricing and allocation of the New Ordinary Shares in the Placing is expected to take place before beginning of trading on Euronext Brussels at 09:00 CET on 19 February 2021. The exact timing of closing of the Bookbuild, pricing and allocation is at the discretion of the Company and the Sole Bookrunner. The Company will announce the results of the Placing after closing of the Bookbuild in a subsequent announcement.
The Company has requested the Belgian Financial Services and Markets Authority ("Belgian FSMA") to suspend trading in Acacia Pharma’s shares on Euronext Brussels during the Bookbuild. Trading in the shares is expected to resume following the publication of the results of the Placing.
In connection with the Placing, the Company has agreed to a lock-up undertaking, not to issue additional shares for a period of 90 days following settlement of the Placing. In addition, in connection with the Placing, senior managers and directors of the Company as well as Cosmo Technologies Limited (“Cosmo”), a substantial shareholder in the Company, have agreed not to sell any shares in Acacia Pharma for a period of 90 days following the settlement of the Placing, subject to customary exceptions.
If needed, Degroof Petercam, acting as Settlement Agent, will enter into a share swap agreement with Cosmo in order to deliver listed shares to all investors who receive allocated shares in the private placement (“Share Swap Agreement”). As part of the Share Swap Agreement, Cosmo will deliver existing and listed shares to the Settlement Agent. Cosmo will receive in exchange the same number of newly issued non-listed shares (“Non-Listed Shares”).
Application will be made to Euronext Brussels for admission of the New Ordinary Shares (not subject to the aforementioned Share Swap Agreement) issued pursuant to the Placing to trading on the regulated market of Euronext Brussels (“Admission”). It is expected that Admission will take place on or around 08:00 CET on 23 February 2021 (or such later time or date as the Bank may agree with the Company) and that unconditional dealings in the New Ordinary Shares issued pursuant to the Placing will commence at the same time. The Placing is conditional upon, inter alia, Admission becoming effective and the placing agreement between the Company and the Bank not being terminated in accordance with its terms. The Non-Listed Shares that Cosmo will receive under the Share Swap Agreement will be listed on Euronext Brussels upon approval of a listing prospectus by the Belgian FSMA on a later date.