Croissy-Beaubourg and Montpellier, September 14, 2016 – Theradiag (ISIN: FR0004197747, Ticker: ALTER, eligible for PEA-PME plans), a company specializing in in vitro diagnostics and theranostics, is today announcing that it carried out a capital increase fully subscribed by its Chinese partner HOB Biotech, which now holds 10.77% of Theradiag’s capital following this transaction.
Theradiag and HOB Biotech entered into an investment agreement on June 17 2016 for the acquisition of a stake in Theradiag. This agreement was contingent upon consent being obtained from the Chinese authorities and especially from the “Foreign exchange control administration and development and reform committee”. With this consent now awarded, HOB Biotech was able to subscribe to Theradiag’s capital increase.
Thus, Theradiag will issue 741,056 new shares for €2,482,537.60 in total consideration as part of an increase in the share capital by private placement. The shares will be issued without preferential subscription rights to existing shareholders, reserved for one category of beneficiaries, pursuant to the Fourteenth resolution approved by shareholders at the April 26, 2016 General Meeting and as authorized by the Board of Directors on May 12, 2016.
The new shares were subscribed for €3.35 per share, representing a premium of 31% to the average closing price of Theradiag shares in the 10 trading sessions prior to the date on which the investment agreement was entered into on June 17 2016. It represents a premium of 9% over the last 10 days of trading preceding the pricing of the capital increase.
The new shares will bear dividend entitlement and will be listed on the Alternext Paris market, under the same code as the existing share, code ISIN FR0004197747, mnemonic : ALTER. Theradiag’s share capital will account for 6,881,928 shares at the settlement date, which was foreseen September 15, 2016.
HOB Biotech will be able to nominate a new member for appointment to Theradiag’s Board of Directors.
“This investment seals the commercial tie-up between our two companies and raises the prospect of strong sales growth for our respective products in Europe and in China. It strengthens the medium- and long-term ties between our two companies, providing a firm foundation for future expansion and success”, commented Prof. Gérard Tobelem, Chairman of Theradiag’s Board of Directors.
This capital increase follows on from the partnership agreement entered into last November[1] between the two companies and strengthens their cooperation. Under this partnership, HOB Biotech is handling the registration of LISA TRACKER® with the Chinese authorities and will become its exclusive distributor in China and Asia. Theradiag will handle the European distribution of HOB Biotech’s allergy and autoimmune in vitro diagnostics. It will also be in charge of the Tracker tests developed on the new BioCLIA instrument to which Theradiag holds exclusive marketing rights in Europe. This full range of tests is being developed as part of cooperation between both companies’ R&D teams.
The development of the Lisa Tracker range and in particular the BioCLIA instrument also harbor substantial sales potential in the medium term in both the Chinese and European markets.
“We are delighted to welcome our partner HOB Biotech as a shareholder. This capital increase represents another milestone in our alliance. HOB Biotech is a well-known leader in autoimmunity and allergy diagnostics in China and will help to bolster the development of our future activities there. This investment by our partner will also enable us to step up the pace of our market penetration for all the products available for the BioCLIA instrument in Europe”, commented Michel Finance, Theradiag’s Chief Executive Officer.
“By acquiring a stake in its capital, we are placing further trust in Theradiag and in its ability to grow sales of tests and the BioCLIA instrument in Europe. We are also very bullish about the potential for the Lisa Tracker range in China and Asia. This investment reflects the strength of our alliance commitment over the medium and long term”, added John Li, Chairman and Chief Executive Officer of HOB Biotech.
In accordance with the provisions of Article 211-3 of the AMF’s General Regulation, no prospectus requiring an AMF visa was issued for the offering of the Company’s shares in connection with this capital increase since it was intended for a given category of beneficiaries. Detailed information about the Company, including its business activities, results of operations and corresponding risk factors, is provided in its annual financial report for the year ended December 31, 2015. Together with the other regulated information and all the Company’s press releases, this can be downloaded from its website at www.theradiag.com.
Theradiag retained Brunswick Société d’Avocats as an advisor in connection with the legal aspects of the transaction.
About Theradiag
Capitalizing on its expertise in the distribution, development and manufacturing of in vitro diagnostic tests, Theradiag innovates and develops theranostics tests (combining treatment and diagnosis) that measure the efficiency of biotherapies in the treatment of autoimmune diseases, cancer and AIDS. Theradiag notably markets the Lisa Tracker® range (CE marked), which is a comprehensive multiparameter theranostic solution for patients with autoimmune diseases treated with biotherapies. With its subsidiary Prestizia, Theradiag is developing new biomarkers based on microRNAs for the diagnosis and monitoring of rectal cancer, auto-immune and inflammatory diseases and HIV/AIDS. Theradiag is thus participating in the development of customized treatment, which favors the individualization of treatments, the evaluation of their efficacy and the prevention of drug resistance. The Company is based in Marne-la-Vallée, near Paris, and in Montpellier, and has over 75 employees.
For more information about Theradiag, please visit our website: www.theradiag.com
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[1] Press release dated November 18, 2015: THERADIAG AND HOB BIOTECH SIGN A STRATEGIC
PARTNERSHIP IN ASIA AND IN EUROPE