CELYAD (EBR:CYAD) Celyad Announces Pricing of $47.3 Million Global Offering

Transparency directive : regulatory news

17/05/2018 15:17

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 announced
the pricing of a global offering of 1,800,000 ordinary shares, comprised
of 523,913 ordinary shares in the form of American Depositary Shares
(ADSs) offered in the United States, Canada and certain countries
outside of Europe at a price per ADS of $26.28, and 1,276,087 ordinary
shares in Europe and certain countries outside of the United States and
Canada in a concurrent private placement at a price per share of €22.29
(the “global offering”). Each ADS represents the right to receive one
ordinary share. The price per ADS was determined based on an exchange
rate of $1.1789 per euro. The gross proceeds to Celyad from the global
offering are expected to be approximately $47.3million (approximately
€40.1 million), before deducting underwriting commissions and estimated
offering expenses.

In addition, Celyad has granted the underwriters a 30-day option to
purchase up to an additional 270,000 ordinary shares, which may be in
the form of ADSs, on the same terms and conditions. The closing of the
global offering is expected to occur on May 22, 2018, and is subject to
customary closing conditions.

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.

Wells Fargo Securities, LLC and Bryan, Garnier & Co. are acting as joint
bookrunning managers for the offering. Bank Degroof Petercam NV is
acting as a co-manager for the private placement and LifeSci Capital LLC
is acting as a co-manager for the global 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 dated May 15, 2018 relating to and
describing the terms of the offering was filed with the SEC on May 16,
2018. The final prospectus supplement relating to the offering will be
filed with the SEC and will be available on the SEC’s website at www.sec.gov.
When available, copies of the final prospectus supplement and the
accompanying prospectus relating to these securities 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 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


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.

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 closing of the global offering. 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. 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

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.


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


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



France: NewCap

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



Belgium: Comfi

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



the U.S.: LifeSci Investor Relations

Daniel Ferry – T.: +1
(617) 535 7746


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