Mont-Saint-Guibert, Belgium – Celyad SA (formerly known as Cardio3 BioSciences, Euronext Brussels and Paris: CYAD), today announced that it intends to offer and sell, subject to market and other conditions, approximately $100 million of its ordinary shares in a global offering, which is comprised of an offer of ordinary shares in the form of American Depositary Shares (“ADSs”) in the United States, and an offer of ordinary shares in Europe and countries outside of the United States and Canada in a concurrent private placement (the “global offering”). Investors other than qualified investors under applicable law will not be eligible to participate in the ordinary share private placement.
Under the global offering, Celyad intends to grant the underwriters a 30-day option to purchase additional ordinary shares in the form of ADSs in connection with the ADS offering and a 30-day option to purchase additional ordinary shares in connection with the ordinary share private placement, up to 15% of the ordinary shares and the ADSs placed in the global offering.
The closing of the ADS offering and the ordinary share private placement taking place as part of the global offering will be conditioned on each other.
The final price per share of the ordinary shares and the ADSs placed in the global offering will be determined following the bookbuilding process.
Each of the ADSs offered in the ADS offering represents the right to receive one ordinary share.
Celyad’s ordinary shares are currently listed on Euronext Paris and Euronext Brussels, under the symbol “CYAD”. Application has been made to list the ADSs to be offered in the global offering on the NASDAQ Stock Market in the United States under the symbol “CYAD.” Application will be made to admit the ordinary shares issued pursuant to the global offering to trading on Euronext Paris and Euronext Brussels.
UBS Investment Bank and Piper Jaffray & Co. are acting as joint book-running manager, and Petercam SA, Bryan, Garnier & Co., LifeSci Capital LLC and Lake Street Capital Markets LLC are acting as co-managers for the proposed global offering.
A registration statement relating to these securities 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 securities to be issued in the global offering are to be offered only by means of a prospectus. A copy of the preliminary prospectus, when available, can be obtained from UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, or by telephone at (888) 827-7275; Piper Jaffray & Co. Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, by telephone at (800) 747-3924, or by email at prospectus@pjc.com.
This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
