Results of Placing

On August 14, 2020 Acacia Pharma Group plc ("Acacia Pharma" or the "Company") (EURONEXT: ACPH), a commercial stage biopharmaceutical company focused on developing and commercializing novel products to improve the care of patients undergoing serious medical treatments such as surgery, invasive procedures, or chemotherapy, reported the successful completion of the placing announced yesterday (the "Placing") (Press release, Acacia Pharma, AUG 14, 2020, View Source [SID1234568515]).

Capitalised terms not otherwise defined in this announcement have the meanings given to them in the announcement made by the Company at 3 p.m. CEST yesterday afternoon.

Pursuant to the Placing, Placees have agreed to subscribe for 12,500,000 New Ordinary Shares at a price of EUR 2.00 per share (the "Placing Price"), which represents a 24.8% discount to the closing share price on 13 August 2020. The Placing will raise gross proceeds of approximately EUR 25,000,000. The New Ordinary Shares issued pursuant to the Placing represent 17.2% of the Company’s issued share capital prior to the Placing.

Jefferies International Limited ("Jefferies") and Guggenheim Securities, LLC ("Guggenheim Securities") are acting as Joint Global Coordinators and Joint Bookrunners and Bank Degroof Petercam SA/NV is acting as Joint Bookrunner and Listing Agent (Jefferies, Guggenheim Securities and Degroof Petercam, together the "Joint Bookrunners" or the "Banks") in connection with the Placing.

An application has been made to Euronext Brussels for admission of the New Ordinary Shares to trading on the regulated market of Euronext Brussels ("Admission"). It is expected that Admission will take place on or around 08.00 CEST on 18 August 2020 (or such later time or date as the Banks may agree with the Company) and that unconditional dealings in the New Ordinary shares issued pursuant to the Placing will commence at the same time. The Placing is conditional upon, inter alia, Admission becoming effective and the placing agreement between the Company and the Banks not being terminated in accordance with its terms.

Following Admission, the total number of ordinary shares in issue in the Company will be 85,279,729.

Mike Bolinder, CEO of Acacia Pharma, commented: "The Company has made exciting progress during 2020, with the approval of two products that we are preparing to commercialize in the US. BARHEMSYS and BYFAVO are both targeted at anesthesiologists and are designed to improve the rate at which patients recover from surgery or invasive procedures, reduce the incidence of secondary complications and hospital readmittances and improve healthcare economics through better patient throughput. These are important objectives given the many millions of patients that undergo such procedures in the US and the backlog in hospitals that has resulted from the coronavirus pandemic. This situation, which is compounded by a national shortage of existing drugs for postoperative nausea and vomiting and procedural sedation, presents a significant market opportunity for Acacia Pharma’s products.

We are delighted with the outcome of this successful fundraising, which has provided the funds to build and strengthen our US commercial team and execute the next steps of our commercialization strategy as we target the launches of both BARHEMSYS and BYFAVO later in 2020. We thank our current and new investors for their support and look forward to providing further updates over the coming months."

Acacia Pharma intends to use the net proceeds of the Placing to:

recruit an initial sales force of approximately 30, with an additional ten support staff;
pay marketing costs relating to BARHEMSYS and BYFAVO including brand development and engagement (both virtually and, where possible, in person) with key opinion leaders, healthcare professionals, and medical conference and speaker programmes;
implement post-approval research and development commitments including paediatric studies for BARHEMSYS and BYFAVO and a renal study for BARHEMSYS;
satisfy interest and capital payments under existing loan agreements; and
general corporate purposes relating to ongoing commercial activities as well as supplementing existing stock of both BARHEMSYS and BYFAVO.

In connection with the Placing, the Company has agreed, pursuant to a lock-up undertaking, not to issue additional shares for a period of 90 days following settlement of the Placing. In addition, in connection with the Placing, directors and senior managers of the Company and Cosmo Technologies Limited have agreed not to sell any shares in Acacia Pharma for a period of 90 days following the settlement of the Placing, subject to customary exceptions.

The payment and delivery of the New Ordinary Shares is expected to take place on 18 August 2020 and is conditional on the UK Financial Conduct Authority approving a prospectus in accordance with Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") in relation to the application for Admission. The New Ordinary Shares to be issued pursuant to the Placing will have the same rights and benefits as, and rank pari passu in all respects with, the Existing Ordinary Shares.

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