NewAmsterdam Pharma Announces Pricing of Upsized $416.5 Million Public Offering of Ordinary Shares and Pre-Funded Warrants
NewAmsterdam Pharma Announces Pricing of Upsized $416.5 Million Public Offering of Ordinary Shares and Pre-Funded Warrants
NAARDEN, the Netherlands and MIAMI, Dec. 11, 2024 (GLOBE NEWSWIRE) -- NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS; "NewAmsterdam" or the "Company"), a late-stage, clinical biopharmaceutical company developing oral, non-statin medicines for patients at risk of cardiovascular disease ("CVD") with elevated low-density lipoprotein cholesterol ("LDL-C"), for whom existing therapies are not sufficiently effective or well-tolerated, today announced the pricing of the previously announced underwritten public offering of (i) 12,117,347 of the Company's ordinary shares, nominal value €0.12 per share (the "Ordinary Shares"), at a public offering price of $24.50 per share and (ii) to certain investors that so choose in lieu of Ordinary Shares, pre-funded warrants to purchase 4,882,653 Ordinary Shares at a public offering price of $24.4999 per pre-funded warrant, which represents the per share public offering price for the Ordinary Shares less the $0.0001 per share exercise price for each such pre-funded warrant ("Pre-Funded Warrants," such offering, the "Offering"). The proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and offering expenses payable by the Company, are expected to be approximately $416.5 million. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 2,550,000 Ordinary Shares at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on or about December 13, 2024, subject to satisfaction of customary closing conditions.
NAARDEN, the Netherlands and MIAMI, Dec. 11, 2024 (GLOBE NEWSWIRE) -- NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS; "NewAmsterdam" or the "Company"), a late-stage, clinical biopharmaceutical company developing oral, non-statin medicines for patients at risk of cardiovascular disease ("CVD") with elevated low-density lipoprotein cholesterol ("LDL-C"), for whom existing therapies are not sufficiently effective or well-tolerated, today announced the pricing of the previously announced underwritten public offering of (i) 12,117,347 of the Company's ordinary shares, nominal value €0.12 per share (the "Ordinary Shares"), at a public offering price of $24.50 per share and (ii) to certain investors that so choose in lieu of Ordinary Shares, pre-funded warrants to purchase 4,882,653 Ordinary Shares at a public offering price of $24.4999 per pre-funded warrant, which represents the per share public offering price for the Ordinary Shares less the $0.0001 per share exercise price for each such pre-funded warrant ("Pre-Funded Warrants," such offering, the "Offering"). The proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and offering expenses payable by the Company, are expected to be approximately $41650萬. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 2,550,000 Ordinary Shares at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on or about December 13, 2024, subject to satisfaction of customary closing conditions.
Jefferies, Goldman Sachs & Co., Leerink Partners, TD Cowen, Guggenheim Securities and William Blair are acting as joint book-running managers for the Offering.
Jefferies, Goldman Sachs & Co., Leerink Partners, TD Cowen, Guggenheim Securities and William Blair are acting as joint book-running managers for the Offering.
The Offering is being made pursuant to a registration statement on Form S-3, including a base prospectus, that was initially declared effective by the U.S. Securities and Exchange Commission (the "SEC") on July 12, 2024 and a related registration statement that was filed with the SEC on December 11, 2024 pursuant to Rule 462(b) under the Securities Act of 1933 (and which became automatically effective upon filing). A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering were filed with the SEC and are available free of charge by visiting EDGAR on the SEC's website at www.sec.gov. Copies of the final prospectus supplement, when available, and the accompanying prospectus may also be obtained free of charge from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, or by telephone at (855) 495-9846, or by email at TD.ECM_Prospectus@tdsecurities.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by telephone at (800) 621-0687, or by email at prospectus@williamblair.com.
The Offering is being made pursuant to a registration statement on Form S-3, including a base prospectus, that was initially declared effective by the U.S. Securities and Exchange Commission (the "SEC") on July 12, 2024 and a related registration statement that was filed with the SEC on December 11, 2024 pursuant to Rule 462(b) under the Securities Act of 1933 (and which became automatically effective upon filing). A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering were filed with the SEC and are available free of charge by visiting EDGAR on the SEC's website at www.sec.gov. Copies of the final prospectus supplement, when available, and the accompanying prospectus may also be obtained free of charge from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, or by telephone at (855) 495-9846, or by email at TD.ECM_Prospectus@tdsecurities.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by telephone at (800) 621-0687, or by email at prospectus@williamblair.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
本新聞稿不構成出售任何證券的要約,也不構成購買任何證券要約的請求,亦不應在任何州或司法管轄區內銷售這些證券,在此類要約、請求或銷售在任何此類州或司法管轄區的證券法下未經註冊或資格審查而被認爲是非法的。
About NewAmsterdam
About NewAmsterdam
NewAmsterdam Pharma (Nasdaq: NAMS) is a late-stage biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where currently approved therapies have not been adequate or well-tolerated. We seek to fill a significant unmet need for a safe, well-tolerated and convenient LDL-lowering therapy. In multiple phase 3 studies, NewAmsterdam is investigating obicetrapib, an oral, low-dose and once-daily CETP inhibitor, alone or as a fixed-dose combination with ezetimibe, as LDL-C lowering therapies to be used as an adjunct to statin therapy for patients at risk of CVD with elevated LDL-C, for whom existing therapies are not sufficiently effective or well-tolerated.
新阿姆斯特丹製藥(納斯達克:NAMS)是一家後期生物製藥公司,其使命是改善代謝疾病患者的護理,目前已批准的治療方法對他們來說並不充分或耐受性差。我們尋求滿足對安全、耐受性良好和方便的LDL下降治療的重大未滿足需求。在多項第三階段研究中,新阿姆斯特丹正在研究obicetrapib,這是一種口服、低劑量和每日一次的CETP抑制劑,單獨使用或與ezetimibe固定劑量組合,作爲LDL-C降低療法,用於高LDL-C且面臨CVD風險的患者,現有治療方法對他們而言既無效也耐受性不好。
Forward-Looking Statements
前瞻性聲明
Certain statements included in this document that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the consummation of the proposed Offering. These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; risks related to the approval of the Company's product candidate and the timing of expected regulatory and business milestones, including potential commercialization; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive product candidates; ability to obtain sufficient supply of materials; global economic and political conditions, including the Russia-Ukraine and Israel-Hamas conflicts; the effects of competition on the Company's future business; and those factors described in the Company's public filings with the SEC. Additional risks related to the Company's business include, but are not limited to: uncertainty regarding outcomes of the Company's ongoing clinical trials, particularly as they relate to regulatory review and potential approval for its product candidate; risks associated with the Company's efforts to commercialize a product candidate; the Company's ability to negotiate and enter into definitive agreements on favorable terms, if at all; the impact of competing product candidates on the Company's business; intellectual property related claims; the Company's ability to attract and retain qualified personnel; and the Company's ability to continue to source the raw materials for its product candidate. If any of these risks materialize or the Company's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's expectations, plans, or forecasts of future events and views as of the date of this document and are qualified in their entirety by reference to the cautionary statements herein. The Company anticipates that subsequent events and developments may cause the Company's assessments to change. These forward-looking statements should not be relied upon as representing the Company's assessment as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither the Company nor any of its affiliates undertakes any obligation to update these forward-looking statements, except as may be required by law.
本文件中包含的一些非歷史事實的陳述是爲了1995年美國私人證券訴訟改革法案下的安全港條款的目的而作出的前瞻性陳述。前瞻性陳述通常伴隨有"相信"、"可能"、"將"、"估計"、"繼續"、"預計"、"打算"、"期望"、"應該"、"會"、"計劃"、"預測"、"潛在"、"似乎"、"尋求"、"未來"、"展望"及類似表述,這些用詞預測或指示未來的事件或趨勢,或不是關於歷史事務的陳述。這些前瞻性陳述包括但不限於關於擬議發行的圓滿完成的陳述。這些陳述基於各種假設,無論本文件中是否明確提及,並基於公司管理層的當前預期,並不構成對實際表現的預測。這些前瞻性陳述僅供說明目的,並不旨在作爲保證、保證、預測或確定的事實或概率陳述。實際事件和情況難以預測或不可能預測,可能與假設有所不同。許多實際事件和情況超出了公司的控制範圍。這些前瞻性陳述面臨許多風險和不確定性,包括國內外業務、市場、金融、政治和法律條件的變化;與公司產品候選者的批准及預期監管和業務里程碑的時間相關的風險,包括潛在的商業化;與潛在客戶談判確定合約安排的能力;競爭產品候選者的影響;獲得足夠原材料供應的能力;全球經濟和政治狀況,包括俄羅斯-烏克蘭和以色列-哈馬斯衝突;競爭對公司未來業務的影響;以及在公司向美國證券交易委員會(SEC)提交的公開文件中描述的那些因素。與公司業務相關的額外風險包括但不限於:對公司正在進行的臨床試驗結果的不確定性,特別是與監管審查和潛在批准有關的;與公司努力商業化產品候選者相關的風險;公司能否在有利條件下談判和達成確定協議的能力;競爭產品候選者對公司業務的影響;與知識產權相關的索賠;公司吸引和留住合格人員的能力;以及公司持續獲取產品候選者原材料的能力。如果這些風險中的任何一個實現,或者公司的假設被證明不正確,實際結果可能與這些前瞻性陳述所暗示的結果存在重大差異。公司可能還有其他目前未知或公司目前認爲不重要的風險,這些風險也可能導致實際結果與前瞻性陳述中所包含的結果不同。此外,前瞻性陳述反映了公司在本文件日期的期望、計劃或對未來事件的預測,並完全受此處警示性陳述的限定。公司預計後續事件和發展可能導致公司的評估發生變化。這些前瞻性陳述不應被認爲代表公司在本溝通日期之後的任何日期的評估。因此,不應對這些前瞻性陳述給予不當依賴。公司及其任何關聯方不承擔更新這些前瞻性陳述的任何義務,除非法律要求。
Company Contact
Matthew Philippe
P: 1-917-882-7512
matthew.philippe@newamsterdampharma.com
公司聯繫人
馬修·菲利普
P: 1-917-882-7512
matthew.philippe@newamsterdampharma.com
Media Contact
Spectrum Science on behalf of NewAmsterdam
Jaryd Leady
P:1-856-803-7855
jleady@spectrumscience.com
媒體聯繫
Spectrum Science代表NewAmsterdam
賈瑞德·利迪
電話:1-856-803-7855
jleady@spectrumscience.com
Investor Contact
Precision AQ on behalf of NewAmsterdam
Austin Murtagh
P: 1-212-698-8696
austin.murtagh@precisionaq.com
投資者聯繫
Precision AQ代表NewAmsterdam
奧斯汀·穆爾塔
電話:1-212-698-8696
austin.murtagh@precisionaq.com