CELYAD (EBR:CYAD) Celyad Announces Launch of Proposed Global Offering

Transparency directive : regulatory news

15/05/2018 22:05






Regulatory News:



Celyad (Paris:CYAD) (Brussels:CYAD) (Euronext Brussels and Paris, and
NASDAQ: CYAD), a clinical-stage biopharmaceutical company focused on the
development of specialized CAR-T cell based therapies, today announces
that it intends to offer and sell, subject to market and other
conditions, up to 1,800,000 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, Canada and certain
countries outside of Europe, and an offer of ordinary shares in Europe
and certain 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. Each ADS offered
represents the right to receive one ordinary share.



In connection with the global offering, Celyad intends to grant the
underwriters a 30-day option to purchase additional ordinary shares,
which may be in the form of ADSs, in an aggregate amount of up to 15% of
the total number of ordinary shares (including in the form of ADSs)
proposed to be sold in the global offering, on the same terms and
conditions.



The U.S. offering and the European private placement together
constitutes a single offering of securities that will occur
simultaneously. The total number of ordinary shares in the U.S. offering
and the European private placement is subject to reallocation between
them. The closing of the global offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
global offering may be completed or as to the actual size or terms of
the global offering. The size of the global offering and the price per
share of the ordinary shares and the ADSs placed in the global offering
will be determined following the bookbuilding process.



Celyad’s ADSs are currently listed on the NASDAQ Global Select Market
under the symbol “CYAD” and Celyad’s ordinary shares are currently
listed on Euronext Brussels and Euronext Paris. Trading of Celyad’s
ordinary shares will be suspended on the Euronext Brussels and Euronext
Paris pending announcement of the pricing of the global offering.



Wells Fargo Securities, LLC and Bryan, Garnier & Co. are acting as joint
bookrunning managers for the offering. Bank Degroof Petercam NV and
LifeSci Capital LLC are acting as co-managers for the offering. Kempen &
Co NV is Celyad’s advisor in connection with the offering.



The securities are being offered pursuant to an effective shelf
registration statement that was previously filed with, and declared
effective by, the U.S. Securities and Exchange Commission (SEC). A
preliminary prospectus supplement and accompanying prospectus relating
to and describing the terms of the offering will be filed with the SEC
and will be available on the SEC’s website at www.sec.gov.
Copies of the preliminary prospectus supplement and the accompanying
prospectus relating to these securities, when available, can also be
obtained for free from Wells Fargo Securities, LLC, Attention: Equity
Syndicate Department, 375 Park Avenue, New York, New York, 10152, at
(800) 326-5897 or email a request to cmclientsupport@wellsfargo.com;
or from Bryan, Garnier & Co., Beaufort House, 15 Saint Botolph Street,
London EC3A 7BB, United Kingdom, or by telephone at +44 20 7332 2500, or
by email at info@bryangarnier.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
securities in any state or jurisdiction in which such an offer,
solicitation or sale is or would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.



***END***



About Celyad



Celyad is a clinical-stage biopharmaceutical company focused on the
development of specialized CAR-T cell based therapies. Celyad utilizes
its expertise in cell engineering to target cancer. Celyad’s Natural
Killer Receptor based T-Cell (NKR-T) platform has the potential to treat
a broad range of solid and hematologic tumors. Its lead oncology
candidate, CYAD-01 (CAR-T NKG2D), has been evaluated in a single dose
escalation Phase 1 clinical trial to assess the safety and clinical
activity of multiple administrations of autologous CYAD-01 cells in
seven refractory cancers including five solid tumors (colorectal,
ovarian, bladder, triple-negative breast and pancreatic cancers) and two
hematological tumors (acute myeloid leukemia and multiple myeloma).
Celyad was founded in 2007 and is based in Mont-Saint-Guibert, Belgium,
and Boston, Massachusetts. Celyad’s ordinary shares are listed on the
Euronext Brussels and Euronext Paris exchanges, and its American
Depository Shares are listed on the NASDAQ Global Market, all under the
ticker symbol CYAD.



In connection with the proposed offering, the Company announced that,
based on preliminary unaudited information and management estimates, at
March 31, 2018, the Company estimates that it had cash, cash equivalents
and short-term investments of approximately €25.1 million.



This press release contains inside information within the meaning of
Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse (market abuse regulation).



Forward-looking statements



This release may contain forward-looking statements, including
statements regarding the proposed timing and size of the offering; our
ongoing and planned clinical development of CYAD-01; our manufacturing
processes; and our estimated cash, cash equivalents and short-term
investments at March 31, 2018. Forward-looking statements may involve
known and unknown risks, uncertainties and other factors which might
cause actual results, financial condition and liquidity, performance or
achievements of Celyad, or industry results, to differ materially from
those expressed or implied by such forward-looking statements. These
forward-looking statements are further qualified by important factors
and risks, which could cause actual results to differ materially from
those in the forward-looking statements, including statements about: the
initiation, timing, progress and results of our preclinical studies and
clinical trials, and our research and development programs; our ability
to advance drug product candidates into, and successfully complete,
clinical trials; our ability to successfully manufacture drug product
for our clinical trials, including with respect to manufacturing drug
product with the desired number of T cells under our clinical trial
protocols, and our ability to improve and automate these manufacturing
procedures in the future; our reliance on the success of our drug
product candidates; the timing or likelihood of regulatory filings and
approvals; our ability to develop sales and marketing capabilities; the
commercialization of our drug product candidates, if approved; the
pricing and reimbursement of our drug product candidates, if approved;
the implementation of our business model, strategic plans for our
business, drug product candidates and technology; the scope of
protection we are able to establish and maintain for intellectual
property rights covering our drug product candidates and technology; our
ability to operate our business without infringing, misappropriating or
otherwise violating the intellectual property rights and proprietary
technology of third parties; cost associated with enforcing or defending
intellectual property infringement, misappropriation or violation;
product liability; and other claims; regulatory development in the
United States, the European Union, and other jurisdictions; estimates of
our expenses, future revenues, capital requirements and our needs for
additional financing and ability to obtain such financing when needed;
the potential benefits of strategic collaboration agreements and our
ability to enter into strategic arrangements; our ability to maintain
and establish collaborations or obtain additional grant funding; the
rate and degree of market acceptance of our drug product candidates, if
approved; our financial performance; and developments relating to our
competitors and our industry, including competing therapies and
statements regarding future revenue, hiring plans, expenses, capital
expenditures, capital requirements and share performance. A further list
and description of these risks, uncertainties and other risks can be
found in Celyad’s U.S. Securities and Exchange Commission (SEC) filings
and reports, including in its Annual Report on Form 20-F filed with the
SEC on April 6, 2018 and subsequent filings and reports by Celyad. Given
these uncertainties, the reader is advised not to place any undue
reliance on such forward-looking statements. These forward-looking
statements speak only as of the date of publication of this document and
Celyad’s actual results may differ materially from those expressed or
implied by these forward-looking statements. Celyad expressly disclaims
any obligation to update any such forward-looking statements in this
document to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statement is based, unless required by law or regulation.



Important information



In the European Economic Area, the transaction to which this
announcement relates is only addressed to and is only directed at
qualified investors within the meaning of Directive 2003/71/EC (as
amended, and together with any applicable implementing measures in any
Member State, the “Prospectus Directive”) (“Qualified Investors”).



In addition, in the United Kingdom, this announcement is directed at and
for distribution only to Qualified Investors who are (i) persons who
have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act
(Financial Promotion) Order 2005, as amended (the “Order”), or (ii)
persons who are high net worth entities falling within Article 49(2)(a)
to (d) of the Order, and (iii) other persons to whom this announcement
may otherwise lawfully be communicated (all such persons together being
referred to as “Relevant Persons”). The securities referred to herein
are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged
in only with Relevant Persons. Any person who is not a Relevant Person
should not act or rely on this communication or any of its contents.



No announcement or information regarding this offering may be
disseminated to the public in jurisdictions where a prior registration
or approval is required for such purpose. Other than the registration
statement filed with the U.S. Securities and Exchange Commission, no
steps have been taken, or will be taken, for the offering of ordinary
shares or ADSs in any jurisdiction where such steps would be required.
The issue or sale of securities, and the subscription for or purchase of
securities, are subject to special legal or statutory restrictions in
certain jurisdictions. Celyad SA is not liable if these restrictions are
not complied with by any person.



In connection with the transaction to which this communication relates:
stabilisation transactions may be effected by Wells Fargo Securities,
LLC and/or Bryan, Garnier & Co. that aim to supporting the market price
of the securities; stabilisation transactions may occur at any time
beginning following the pricing of the offering and ending upon exercise
or expiration of the underwriters’ option to purchase additional
ordinary shares (including in the form of ADSs); and stabilisation may
not necessarily occur and may cease at any time.









Celyad


Christian Homsy, CEO and Patrick Jeanmart CFO - T:
+32(0) 10 39 41 00


investors@celyad.com


or

Nicolas
Van Hoecke, Director, Investor Relations & Communications -
T:
+32(0) 10 39 41 84


nvanhoecke@celyad.com


or

For
France: NewCap



Pierre Laurent and Nicolas Mérigeau - T:
+ 33(0)1 44 71 94 94

celyad@newcap.eu

or

For
Belgium: Comfi



Gunther De Backer and Sabine Leclercq
-
T.: +32 (0)2 290 90 90

celyad@comfi.be

or

For
the U.S.: LifeSci Investor Relations



Daniel Ferry – T.:
+1 (617) 535 7746

celyad@lifesciadvisors.com