– New Commitment by Great Point Partners Brings
Proceeds of Transactions to $87 Million –
– Current OvaScience Shareholders to Benefit
from Improved Exchange Ratio –
OvaScienceSM (Nasdaq:OVAS) and privately-held Millendo
Therapeutics, Inc., a clinical-stage biopharmaceutical company
focused on developing novel treatments for orphan endocrine
diseases, today announced that the companies have updated the terms
of their merger agreement and increased the size of the associated
financing, strengthening the position of the combined company.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20181101006094/en/
Great Point Partners has joined the previously-disclosed
investor syndicate, which includes New Enterprise Associates,
Frazier Healthcare Partners, and Roche Venture Fund, among others,
bringing the total expected proceeds of the financing to
approximately $50 million in the combined company, at the same
valuation as the merger. Together with the approximately $37
million in net cash expected from OvaScience at closing, the total
proceeds of the merger and financing are expected to be
approximately $87 million. The proceeds will fund the further
development of Millendo’s lead assets, livoletide and nevanimibe.
The financing and merger are expected to close in the fourth
quarter of 2018.
“We are pleased to welcome this syndicate of high-quality
investors, while ensuring that we have the resources in place to
advance our first-in-class programs for the treatment of orphan
endocrine diseases,” said Julia Owens, Ph.D., President and Chief
Executive Officer of Millendo. “We look forward to providing an
update on our clinical progress, beginning with the initiation of
our pivotal Phase 2b/3 study of livoletide in Prader-Willi
syndrome, in the first quarter of 2019.”
“We believe that with these updated terms and additional funding
from recognized investors, the merger of OvaScience and Millendo
has the potential to deliver even more significant and immediate
value to shareholders and ultimately, to patients,” said
Christopher Kroeger, M.D., Chief Executive Officer of
OvaScience.
Updates to the Proposed TransactionIn conjunction with
the additional investment by Great Point Partners, the estimated
exchange ratio in the merger agreement has been revised, giving
OvaScience securityholders greater ownership of the combined
company – now with a post-money valuation of approximately $246
million - than pursuant to the former exchange ratio. On a pro
forma basis, current OvaScience securityholders will own
approximately 17% of the combined company, current Millendo
securityholders (assuming the Millendo option pool is fully
allocated) will own approximately 63% of the combined company
(exclusive of participation in the associated financing), and
investors participating in the financing will acquire approximately
20% of the combined company, in each case excluding the available
OvaScience option pool and certain out-of-the-money options and
subject to adjustment based on OvaScience’s anticipated net cash
balance at the time of closing. The proposed transaction has been
approved by the boards of directors of both companies and is
expected to close in the fourth quarter of 2018, subject to the
approval of OvaScience shareholders at a special shareholder
meeting on December 4, 2018, as well as other customary conditions.
The financing with Great Point Partners depends on a separate
registration statement being declared effective unless such
condition is waived.
Ladenburg Thalmann & Co. Inc. is acting as financial advisor
to OvaScience for the transaction and Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. is serving as legal counsel to OvaScience.
Cooley LLP is serving as legal counsel to Millendo. Jefferies and
Leerink Partners are acting as Joint Placement Agents for the
financing.
About OvaScience, Inc.OvaScience (Nasdaq:OVAS) is
focused on developing novel treatments for women and couples
struggling with infertility. These treatments are based on a
proprietary technology platform that leverages the breakthrough
discovery of egg precursor cells – immature egg cells found within
the outer ovarian cortex. In March 2018, the Company announced
preliminary blinded data for its Phase 1 trial of OvaPrime for
women with primary ovarian insufficiency and poor ovarian response.
This trial was not expected to result in strong signals on
secondary endpoints. The Company has since completed additional
preclinical studies and based on results from these studies, has
scaled back investment in its research and development efforts to
focus on evaluating strategic alternatives. For more information,
please visit www.ovascience.com.
About Millendo Therapeutics, Inc.Millendo Therapeutics is
focused on developing novel treatments for orphan endocrine
diseases. The Company’s objective is to build a leading endocrine
company that creates distinct and transformative treatments for a
wide range of diseases where there is a significant unmet medical
need. The Company is currently advancing livoletide for the
treatment of Prader-Willi syndrome and nevanimibe for the treatment
of classic congenital adrenal hyperplasia and endogenous Cushing’s
syndrome. For more information, please visit www.millendo.com.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No public offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933,
as amended.
Important Additional Information Has Been Filed with the
SEC
On September 26, 2018, OvaScience filed a registration statement
containing a proxy statement, prospectus and information statement
with the SEC, in connection with the proposed
transaction. OVASCIENCE URGES INVESTORS AND STOCKHOLDERS TO
READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT OVASCIENCE, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and shareholders may
obtain free copies of the proxy statement, prospectus, information
statement and other documents filed by OvaScience with the SEC
through the website maintained by the SEC at www.sec.gov. In
addition, investors and shareholders will be able to obtain free
copies of the proxy statement, prospectus and information statement
and other documents filed by OvaScience with the SEC by contacting
Investor Relations by mail at OvaScience, Inc., Attn: Investor
Relations, 9 Fourth Avenue, Waltham, Massachusetts 02451. Investors
and stockholders are urged to read the proxy statement, prospectus
and information and the other relevant materials before making any
voting or investment decision with respect to the proposed
transaction.
Participants in the Solicitation
OvaScience and Millendo, and each of their respective directors
and executive officers and certain of their other members of
management and employees, may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding the special interests of
OvaScience’s directors and executive officers in the proposed
transaction are included in the proxy statement, prospectus and
information statement referred to above. Additional information
regarding these persons is included in OvaScience’s Annual Report
on Form 10-K for the year ended December 31, 2017, filed
with the SEC on March 15, 2018, and the proxy statement for
OvaScience’s 2018 annual meeting of stockholders, filed with the
SEC on April 30, 2018. These documents can be obtained free of
charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this communication regarding
matters that are not historical facts, are forward-looking
statements within the meaning of Section 21E of the Securities and
Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, known as the PSLRA. These include
statements regarding management’s intentions, plans, beliefs,
expectations or forecasts for the future, and, therefore, you are
cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. OvaScience and Millendo undertake
no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except to the extent required by law. We use words such as
“anticipates,” “believes,” “plans,” “expects,” “projects,”
“future,” “intends,” “may,” “will,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance,” and similar
expressions to identify these forward-looking statements that are
intended to be covered by the safe-harbor provisions of the PSLRA.
Such forward-looking statements are based on our expectations and
involve risks and uncertainties; consequently, actual results may
differ materially from those expressed or implied in the statements
due to a number of factors, including, but not limited to, risks
relating to the completion of the merger, including the need for
stockholder approval and the satisfaction of closing conditions;
risks associated with the anticipated financing to be completed
prior to or shortly after the closing of the merger, including the
risk that the closing of the financing from Great Point Partners
depends on a separate registration statement being declared
effective and the impact that could have on the timing of that
additional investment; the cash balances of the combined company
following the closing of the merger and the financing; the ability
of OvaScience to remain listed on the Nasdaq Capital Market; and
expected restructuring-related cash outlays, including the timing
and amount of those outlays. Risks and uncertainties related to
Millendo that may cause actual results to differ materially from
those expressed or implied in any forward-looking statement
include, but are not limited to: Millendo’s plans to develop and
commercialize its product candidates, including livoletide and
nevanimibe; the timing of initiation of Millendo’s planned clinical
trials; the timing of the availability of data from Millendo’s
clinical trials; the timing of any planned investigational new drug
application or new drug application; Millendo’s plans to research,
develop and commercialize its current and future product
candidates; Millendo’s ability to successfully integrate Alizé
Pharma SAS and its personnel; Millendo’s ability to successfully
collaborate with existing collaborators or enter into new
collaborations, and to fulfill its obligations under any such
collaboration agreements; the clinical utility, potential benefits
and market acceptance of Millendo’s product candidates; Millendo’s
commercialization, marketing and manufacturing capabilities and
strategy; Millendo’s ability to identify additional products or
product candidates with significant commercial potential;
developments and projections relating to Millendo’s competitors and
our industry; the impact of government laws and regulations;
Millendo’s ability to protect its intellectual property position;
and Millendo’s estimates regarding future revenue, expenses,
capital requirements and need for additional financing following
the proposed transaction.
New factors emerge from time to time and it is not possible for
us to predict all such factors, nor can we assess the impact of
each such factor on the business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
These risks, as well as other risks associated with the
combination, will be more fully discussed in the proxy
statement/prospectus that will be included in the registration
statement that will be filed with the SEC in connection with the
proposed transaction. Additional risks and uncertainties are
identified and discussed in the “Risk Factors” section of
OvaScience’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, the Registration Statement on Form S-4, containing a proxy
statement, prospectus and information statement, and other
documents filed from time to time with the SEC. Forward-looking
statements included in this release are based on information
available to OvaScience and Millendo as of the date of this
release. Neither OvaScience nor Millendo undertakes any obligation
to update such forward- looking statements to reflect events or
circumstances after the date of this release.
###
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181101006094/en/
OvaScience Media and Investor Contact:OvaScience,
Inc.Jonathan Gillis, 617-420-8639jgillis@ovascience.comorMillendo Media
Contact:MacDougall Biomedical CommunicationsCammy Duong,
781-591-3443cduong@macbiocom.comorMillendo Investor
Contact:Stern Investor RelationsStephanie Ascher,
212-362-1200stephanie@sternir.com
Ovascience Inc. (delisted) (NASDAQ:OVAS)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Ovascience Inc. (delisted) (NASDAQ:OVAS)
Historical Stock Chart
Von Mai 2023 bis Mai 2024