Biotie secures committed standby equity up to 20 million euro
(Thomson Reuters ONE) - BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE OCTOBER 23, 2009 at8.15 a.m.Biotie secures committed standby equity up to 20 million euroBiotie Therapies Corp. ("Biotie") has entered into a Standby EquityDistribution Agreement ("SEDA") with YA Global Master SPV Ltd. ("YAGlobal") a fund managed by Yorkville Advisors, LLC of Jersey City,New Jersey, USA ("Yorkville"). Under the terms of the agreement,Biotie has the option to take up YA Global's commitment to subscribeand pay for ordinary no-par Biotie shares up to a total value of 20million euro over the period of the next 36 months. It remains at thesole and exclusive discretion of Biotie to exercise this option.The purpose of the Standby Equity Distribution Agreement is to securethe financing of Biotie's working capital in the short and mediumterm. In consideration of the committed standby equity Biotie willpay to YA Global a one-time commitment fee of EUR 200.000, payable inBiotie shares, and has already paid a customary structuring fee anddue diligence fee.Timo Veromaa, CEO of Biotie commented: "We believe the agreement withYA Global gives Biotie the flexibility and access to capital that hasbecome critical in today's marketplace. This vehicle is anadditional resource that can help move our proprietary clinicalprograms forward to key inflection points. Yorkville has a proventrack record in providing European companies with equity linecommitments and we are glad to be working with the Yorkville team."Dr. Michael J. Nowak, Head of the Healthcare Group and a ManagingDirector at Yorkville the investment manager to a family of Fundsbased in New Jersey, led the investment into Biotie Therapies Corp.Dr. Nowak, stated: "Yorkville provides flexible and innovativefinancing tools for public healthcare and technology companies. Weare very pleased to be making our first SEDA investment in NorthernEurope with Biotie Therapies Corp., especially given the large unmetmedical need and market potential addressed by Biotie Therapies'multiple compounds in development, and the strength of theirstrategic partners and management team."At any time during the 36 month commitment period, Biotie may requestYA Global to purchase newly issued Biotie shares or shares Biotie hasin its own possession by delivering an advance notice to YA Globaldesignating requested portion of the commitment amount to be takenup. The maximum portion of the commitment amount to be used at a timeis EUR 50.000 for the first tranche, EUR 100.000 for the secondtranche and EUR 300.000 for the subsequent tranches. If a sharelending arrangement is implemented, or other arrangements are madewith the result of prompt delivery of shares to YA Global inconnection with each tranche, the parties may decide to increase themaximum portion of the commitment amount to be used for all tranchessubsequent to the second tranche to the lesser of (i) EUR 500.000 or(ii) the value of the shares available to be borrowed by YA Global.The number of shares issuable to YA Global shall, however, in noevent cause the aggregate number of shares beneficially owned by YAGlobal and its affiliates at any time to exceed 4.99% of the thenissued shares. Further, in no event shall the aggregate number ofshares issued by Biotie pursuant to the Standby Equity DistributionAgreement or otherwise exceed 9.9% of all outstanding shares ofBiotie during a rolling twelve month period unless Biotie ensuresthat all shares issued despite exceeding the threshold are or will beadmitted for listing.The pricing of the shares will be determined as 95% of the lowestdaily volume-weighted average share price of the five trading daysfollowing the date on which Biotie shall have sent to YA Global therelevant advance notice ("Pricing Period"), and may in no event beless than 85% of the volume-weighted average price of Biotie shareson NASDAQ OMX Helsinki Ltd. on the last trading day prior to suchdate of advance notice ("Minimum Price"). Further, should the marketprice on certain of the five trading days following the date ofadvance notice fall below the Minimum Price, the pro ratasubscription for such days will not be executed unless YA Globaldecides to execute such subscription at the Minimum Price.YA Global can either sell the subscribed shares or accumulate them.YA Global is also contractually bound not to short sell Biotie sharesunless a share lending arrangement is implemented or certain otherarrangements made. Other than the afore-said, YA Global is notrestricted in its right to sell Biotie shares without any limit oftime, including during the Pricing Period, in compliance withapplicable laws, rules and regulations. At the current share pricethe facility corresponds to tranches of around 530.000 shares and amaximum cumulated amount of approximately 36.000.000 shares. At thedate of this release, the number of issued shares in Biotie is144,320,560.Biotie will, as a general rule, publish a separate stock exchangerelease every time the SEDA instrument is used once the pricing ofthe respective shares has been determined.In Turku, October 23, 2009Biotie Therapies Corp.Timo VeromaaPresident and CEOFor further information, please contact:Virve Nurmi, Investor Relations Managertel. +358 2 274 8911, e-mail: virve.nurmi(at)biotie.comThomas Taapken, CFOtel. +358 2 274 8900, e-mail: thomas.taapken(at)biotie.comwww.biotie.comDISTRIBUTION:NASDAQ OMX Helsinki LtdMain MediaThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 23.10.2009 - 07:16 Uhr
Sprache: Deutsch
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