XOMA Announces Proposed Rights Offering
07 November 2018 - 1:05PM
XOMA Corporation (Nasdaq: XOMA) (“XOMA” or the “Company”) today
announced its intent to commence a rights offering pursuant to
which the Company would raise approximately $20 million through the
distribution of subscription rights to holders of its common stock
and Series X preferred stock, which will entitle the holders to
purchase shares of XOMA’s common stock at $13.00 per share (the
“Rights Offering”). The offering will be fully backstopped by
BVF Partners L.P., the Company's largest stockholder, which has
agreed to purchase at a minimum its as-converted pro rata share of
the offering amount, and will purchase an additional amount of
securities, up to a total of approximately $20 million, that are
not subscribed for by the Company’s other stockholders in the
rights offering.
Under the proposed Rights Offering, the Company plans to
distribute non-transferable subscription rights to purchase a
portion of a share of Common Stock for each share of Common Stock
outstanding and for each share of common stock issuable on
conversion of the Company’s outstanding shares of Series X
Preferred Stock, at a subscription price per share of $13.00,
to its stockholders of record as of the close of business on
November 16, 2018 (the “Record Date”). The subscription
rights will be exercisable for up to an aggregate of approximately
1,538,460 shares of Common Stock, with participation to be
allocated among holders of its Common Stock and Series X Preferred
Stock on a pro rata basis (assuming full conversion of the Series X
Preferred Stock into shares of Common Stock), subject to the
aggregate offering threshold and ownership limitations. The
subscription rights are non-transferable and may be exercised only
during the anticipated subscription period of Monday, November
19, 2018, through 5:00 PM EDT on Friday, December 14,
2018, unless extended. Any participant in the Rights Offering
that, by exercise of its subscription right would become a holder
of greater than 9.9% of the outstanding number of shares of Common
Stock of the Company following the offering may elect to instead
purchase Series Y Preferred Stock of the Company. The company
intends to sell the Series Y Preferred Stock at $13,000 per share,
and any such holder so electing would have a right to purchase one
one-thousandth of a share of Series Y Preferred Stock for each
share of Common Stock it had a right to purchase under the
subscription rights. Each share of Series Y Preferred Stock
will, subject to certain limitations, be convertible into 1,000
shares of common at the election of the holder. The Series Y
Preferred Stock will generally have no voting rights, except as
required by law, and will participate pari passu with any
distribution of proceeds to holders of Common Stock in the event of
the Company’s liquidation, dissolution or winding up.
The Rights Offering will be made pursuant to the Company’s
effective shelf registration statement on file with the Securities
and Exchange Commission (“SEC”) and only by means of a prospectus
supplement and accompanying prospectus. The Company expects
to mail subscription certificates evidencing the subscription
rights and a copy of the prospectus supplement and accompanying
prospectus for the Rights Offering shortly following the Record
Date.
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities in
any jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable
law. No 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.
BVF Partners L.P., the Company's largest shareholder, owning
approximately 17.9% of the Company’s outstanding common stock (and
48.6% on an as-converted basis), will backstop the Rights Offering
and has agreed to purchase up to $20 million of Series Y Preferred
Stock at price of $13,000 per share in a private placement within
five days of conclusion of the Rights Offering, with the dollar
amount to be purchased in such private placement reduced by the
dollar amount sold by the Company (including to BVF Partners L.P.,
and its affiliates), in the Rights Offering.
About XOMA CorporationXOMA has built a
significant portfolio of products that are licensed to and being
developed by other biotech and pharmaceutical companies. The
Company’s portfolio of partner-funded programs spans multiple
stages of the drug development process and across various
therapeutic areas. Many of these licenses are the result of
XOMA’s pioneering efforts in the discovery and development of
antibody therapeutics. The Company’s royalty-aggregator
business model includes acquiring additional licenses to
partner-funded programs. XOMA’s license portfolio has the
potential to generate significant milestone payments and royalty
revenue in the future. For more information, visit
www.xoma.com.
Safe Harbor Statement This release contains
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and such
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
“Forward-looking statements” describe future expectations,
plans, results, or strategies and are generally preceded by words
such as “anticipates,” “expect,” “may,” “plan” or “will”.
Forward-looking statements in this release include, but are
not limited to, statements regarding plans, amounts and timing for
Rights Offering and the private placement to BVF Partners L.P.,
future financing opportunities, the anticipated use of proceeds
derived therefrom and expectations regarding participation in the
rights offering. You are cautioned that such statements are
subject to a multitude of risks and uncertainties that could cause
future circumstances, events, or results to differ materially from
those projected in the forward-looking statements, including the
availability of, and participation in, financing
opportunities. These and other risks are identified in our
filings with the Commission, including without limitation our
Quarterly Report on Form 10-Q for the quarter ended September 30,
2018 and in other filings subsequently made by the Company with the
Commission. All forward-looking statements contained in this press
release speak only as of the date on which they were made and are
based on management’s assumptions and estimates as of such date. We
do not undertake any obligation to publicly update any
forward-looking statements, whether as a result of the receipt of
new information, the occurrence of future events or otherwise.
# # #
Investor contact:Juliane
SnowdenOratorium Group, LLC+1
646-438-9754jsnowden@oratoriumgroup.com
Media contact:Kathy VincentKV
Consulting & Management+1
310-403-8951kathy@kathyvincent.com
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