DGAP-News: Cytos to raise up to CHF 37 million from international and strategic investors to advance asthma clinical program
(firmenpresse) - EquityStory AG-News: Cytos Biotechnology AG / Key word(s): Contract
Cytos to raise up to CHF 37 million from international and strategic
investors to advance asthma clinical program
21.03.2012 / 07:00
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Novel Immunodrug(TM) candidate CYT003 offers exciting new approach to
asthma therapy
Schlieren (Zurich), Switzerland, 21 March, 2012 - Cytos Biotechnology Ltd
('Cytos' or the 'Company'), a Swiss biotech company developing a new class
of biopharmaceutical products called Immunodrugs(TM), today announced that
it has signed agreements with an international syndicate of strategic
investors (the 'Investment Syndicate') to raise a total of up to CHF 37
million (USD 40 million) in equity and debt. The investment round is being
led by venBio and includes investments by a syndicate including Amgen,
Abingworth and Aisling Capital.
The new funds will recapitalize Cytos and enable it to further advance its
programs and specifically to conduct a global multi-center Phase IIb
clinical trial with its lead product CYT003-QbG10 ('CYT003') in patients
suffering from allergic asthma. CYT003 is a novel allergen-independent
immunotherapy with disease-modifying potential that could be used to treat
a broad range of different allergies. Cytos will also use the funds to
develop additional pipeline programs and to progress its novel
Immunodrug(TM) platform on which CYT003 is based.
This transaction completes the financial restructuring announced in 2011
which, as previously announced, also included the restructuring of the
Company's outstanding convertible bonds.
'venBio is pleased to support one of the most promising biotechnology
companies in Europe. I am confident that with the support of the Investment
Syndicate's global top-tier investors, we will be able to assist Cytos in
realizing the significant potential of its lead Immunodrug(TM) clinical
candidate,' commented Kurt von Emster, Managing Director of venBio.
'Amgen recognizes there is significant unmet medical need for the treatment
of asthma and we are pleased to support the ongoing development of CYT003,
a novel immunotherapy based treatment approach which has already generated
promising data in a number of earlier clinical studies,' said Dr. Sean
Harper, Amgen's Executive Vice President, Research and Development.
'Abingworth is delighted to be working with Cytos and our co-investors to
help the company progress this important program in asthma' said Partner
Dr. Joseph Anderson. 'We see potential for significant value creation
through this venture investment in public equity.'
PD Dr. Kai-Michael Beeh from the insaf Respiratory Research Institute, who
has been the principal investigator of a positive Phase II study conducted
with CYT003 in asthma patients, said: 'Asthma control remains an important
therapeutic goal which unfortunately cannot be achieved in a significant
proportion of patients using current treatment options. CYT003 offers an
exciting new approach to asthma therapy that could provide patients with a
therapeutic alternative to either replace or complement commonly used
asthma medications, such as inhaled corticosteroids, while maintaining or
improving asthma control.'
Dr. Thomas Hecht, Executive Chairman of Cytos, said: 'The Board of
Directors and the Management are excited that such a prestigious syndicate
of renowned investors have decided to recapitalize Cytos in one of Europe's
largest biotech financings so far this year. This recapitalization will
enable us to conduct a Phase IIb clinical trial with CYT003, which, if
successful, would be a very significant value-inflection point for the
Company and which would also be important for Cytos' ability to repay its
restructured convertible bonds on February 20, 2015.'
Further details of the transaction
The financing of up to CHF 37 million committed by the investment syndicate
will be a combination of CHF 23.75 million of equity (priced at CHF 1.87
per share, representing the 60 day average closing price prior to March 20,
2012) and CHF 13.25 million in secured convertible loan notes (with a
conversion price of CHF 2.244 per share) payable in two tranches of CHF
6.625 million each (the 'Convertible Loan Notes'), whereby the second
tranche of CHF 6.625 million is subject to Cytos achieving certain
milestones in connection with a proposed Phase IIb study of CYT003. Each
investor of the investment syndicate will also receive one warrant
(exercise price of CHF 2.244) for each new share subscribed for and issued
to such investor (the 'Warrants'). Furthermore, existing shareholders will
be able to participate in this financing by way of a rights offering of up
to additional CHF 5 million (i.e. up to 2'673'796 shares of Cytos with a
nominal amount of CHF 0.10 each for a price of CHF 1.87 per share, whereby
15 shares held entitle its holder to subscribe for 7 new shares).
The capital increase mentioned above in the total amount of up to CHF 28.75
million will result in the issuance of up to 15'374'328 new shares of Cytos
with a nominal value of CHF 0.10 each.
Further, up to 2'348'264 additional shares (representing 10% of Cytos'
total share capital outstanding after the capital increase mentioned in the
previous paragraph) will be issued and acquired by Cytos at nominal value
and held as treasury shares to serve primarily as underlying for the
Warrants and the Convertible Loan Notes.
The shareholders will be asked to approve the transaction as such and in
particular (i) this capital increase which will result in a total of up to
17'722'592 new shares of Cytos and (ii) the creation of conditional and
authorized capital (each providing for the issuance of up to 11'741'324
shares with a nominal value of CHF 0.10 per share) (the 'Shareholders'
Approval').
Cytos intends to seek the Shareholders' Approval at its annual shareholders
meeting, planned for April 2012. The invitation and agenda for this meeting
will be sent to shareholders shortly.
The transaction is, among other conditions precedent, conditional upon
Shareholders' Approval and the Investment Syndicate receiving an exemption
from the Swiss Takeover Board from the requirement to make an offer for the
shares of the Company. Immediately after the implementation of the capital
increase, the Investment Syndicate is expected to hold 12'700'532 shares of
Cytos representing approximately 54% of the then outstanding shares
(assuming the 2'673'796 shares of Cytos offered to its existing
shareholders are fully taken up). Should all Warrants be exercised, Cytos
would receive additional cash of CHF 28.5 million and the Investment
Syndicate would hold a total of approximately 80% of the then outstanding
share capital (assuming the conversion of all Convertible Loan Notes).
Changes to the Board of Directors
The Company and the Investment Syndicate further agreed that, subject to
election by the shareholders at the forthcoming shareholders meeting, Dr.
Arthur Krieg (CEO of RaNA Therapeutics and co-founder of Coley
Pharmaceuticals), John Berriman (Deputy Chairman of Algeta), Kurt von
Emster (venBio), Paul Brooke (venBio) and Dr. Joe Anderson (Abingworth)
shall join the Cytos' Board of Directors as non-executive Directors
effective as of closing of the transaction. Dr. Thorlef Spickschen whose
term expires at the next ordinary shareholders' meeting will not stand for
re-election.
About CYT003-QbG10 for treating allergic diseases
CYT003 is a novel allergen-independent immunotherapy with disease-modifying
properties that has the potential to treat allergic asthma and a broad
range of different allergies. CYT003 has been shown in recent Phase I/IIa
clinical trials in allergic asthma and rhino-conjunctivitis to be well
tolerated and efficacious. CYT003 has been developed using Cytos'
innovative Immunodrug(TM) platform and uses a novel approach to
immunotherapy that targets toll-like receptor 9. This unique approach
modifies the patient's immunological response to allergens and has the
potential to alter asthma therapy dramatically.
Background on the Investment Syndicate
Abingworth
Abingworth is an international investment group dedicated exclusively to
the life sciences and healthcare sector. The company invests at all stages
of development including early and late-stage venture financing, growth
equity and public companies. Founded in 1973, Abingworth has a lengthy
track record of backing market-leading companies. Abingworth has a
specialist team of 20 professionals with both a broad range of skill sets
and access to an extensive network of industry contacts. Abingworth has
funds under management of over $1.25 billion and offices in London, Menlo
Park (California) and Boston. www.abingworth.com
Aisling
Aisling Capital, a leading private equity firm headquartered in New York
with US$1.7 billion under management, invests in products, technologies and
businesses that advance health. In addition to investing in companies
developing pharmaceutical, biopharmaceutical and medical products, Aisling
invests in businesses that provide drug development, manufacturing and
other important services to the healthcare industry. www.aislingcapital.com
venBio
venBio is a strategic investment firm, partnering with life science leaders
to invest in novel medicines and technologies in the advancement of health
care. The firm manages private equity funds backed by leading life
sciences companies and qualified financial investors. venBio's investment
focus is on clinical stage private and public small cap companies with a
therapeutic product, and to a lesser extent medical technologies that
enable better care for patients. venBio has six investing partners and
operates out of San Francisco and New York. www.venBio.com
For further information please contact:
Cytos Biotechnology Ltd
Harry Welten
Chief Financial Officer
Tel.: +41 44 733 46 46
e-Mail: harry.welten(at)cytos.com
Website: www.cytos.com
About Cytos Biotechnology Ltd
Cytos Biotechnology Ltd is a Swiss public biotechnology company that
specializes in the development and commercialization of a new class of
biopharmaceutical products - the Immunodrugs(TM). Immunodrugs(TM) are
intended for use in the treatment and prevention of common chronic
diseases, which afflict millions of people worldwide. Immunodrugs(TM) are
designed to instruct the patient's immune system to produce the desired
therapeutic antibody or T cell responses that modulate chronic disease
processes. Cytos' Immunodrug(TM) candidates are being developed both
in-house and together with Novartis, Pfizer and Pfizer Animal Health.
Founded in 1995 as a spinoff from the Swiss Federal Institute of Technology
(ETH) in Zurich, the Company is located in Schlieren (Zurich). Cytos
Biotechnology Ltd is listed on the main segment of the SIX Swiss Exchange
Ltd under the symbol CYTN.
This foregoing press release may contain forward-looking statements that
include words or phrases such as 'are intended for', 'are designed to', or
other similar expressions. These forward-looking statements are subject to
a variety of significant uncertainties, including scientific, business,
economic and financial factors, and therefore actual results may differ
significantly from those presented. There can be no assurance that any
further therapeutic entities will enter clinical trials, that clinical
trial results will be predictive for future results, that therapeutic
entities will be the subject of filings for regulatory approval, that any
drug candidates will receivemarketing approval from the U.S. Food and Drug
Administration or equivalent regulatory authorities, or that drugs will be
marketed successfully. Against the background of these uncertainties
readers should not rely on forward-looking statements. The Company assumes
no responsibility to update forward-looking statements or adapt them to
future events or developments.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES TO ANY PERSON IN
AUSTRALIA, CANADA, JAPAN, OR THE UNITED STATES OR IN ANY OTHER
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DECISION TO PURCHASE ANY SECURITIES REFERRED TO HEREIN SHOULD BE SOLELY
BASED ON THE RELEVANT PROSPECTUS. IN ADDITION, THE OFFER AND SALE OF THE
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WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
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End of Corporate News
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Language: English
Company: Cytos Biotechnology AG
Wagistr. 25
8952 Schlieren
Switzerland
Phone: +41 44 733 4747
Fax: +41 44 733 4740
E-mail: info(at)cytos.com
Internet: www.cytos.com
ISIN: CH0011025217, CH0029060735
Swiss Security Number: -Listed: Freiverkehr in Berlin, München, Stuttgart;
Open Market in Frankfurt; SIX
End of News EquityStory AG News-Service
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