Mont-Saint-Guibert, Belgium – Celyad SA (formerly known as Cardio3 BioSciences, Euronext Brussels and Paris: CYAD), today announced the pricing of its global offering totaling $100.1 million gross proceeds of 1,460,000 new ordinary shares, consisting of 1,168,000 American Depositary Shares (“ADSs”) at $68.56 per ADS, and 292,000 ordinary shares at a price of EUR 60.25 per share, both before underwriting discounts. These shares were placed in a concurrent public offering in the United States and private placement in Europe (together the “global offering”). The price per ADS was based on EUR 60.25 per ordinary share at an exchange rate of $ 1.1380 per Euro.
In addition, Celyad has granted the underwriters an option to purchase up to an additional 175,200 new ordinary shares in the form of ADSs and an option to purchase up to an additional 43,800 new ordinary shares, representing 15% of the ordinary shares and ADSs placed in the global offering. This option can be exercised during the 30 day period commencing 18 June 2015.
The closings of the ADS offering and the concurrent private placement are conditioned on each other and are expected to occur on 24 June 2015, subject to customary closing conditions.
Each of the ADSs offered 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”. The ADSs are expected to begin trading on the NASDAQ Global
Select Market on 19 June 2015 under the symbol “CYAD”.
UBS Investment Bank and Piper Jaffray & Co. are acting as joint book-running managers, 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 was declared effective by the U.S. Securities and Exchange Commission on 18 June 2015.
The securities to be issued in the global offering are being offered only by means of a prospectus. A copy of the final 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 firstname.lastname@example.org.
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.