Inventiva announces the filing of an amended registration statement, including an estimated initial public offering price range
Daix (France), July 8, 2020 – Inventiva (Euronext Paris: IVA) (“Inventiva” or the “Company”), a clinical-stage biopharmaceutical company focused on the development of oral small molecule therapies for the treatment of non-alcoholic steatohepatitis (“NASH”), mucopolysaccharidoses (“MPS”) and other diseases with significant unmet medical need, today announced the formal commencement of bookbuilding and the filing of an amended registration statement on Form F-1, including an estimated initial public offering price range, in connection with its intention to issue and sell, subject to market and other conditions, a total of 7,478,261 ordinary shares of the Company in an initial public offering of American Depositary Shares (“ADSs”), each representing one ordinary share, in the United States (the “U.S. Offering”) and a concurrent offering of ordinary shares in certain jurisdictions outside of the United States (the “European Offering”, and together, the “Global Offering”). Inventiva intends to grant the underwriters (the “Underwriters”) a 30-day option to purchase additional ADSs and/or ordinary shares in an aggregate amount of up to 15% of the total number of ADSs and ordinary shares proposed to be sold in the Global Offering.
All securities to be sold in the Global Offering will be offered by the Company. The Company has applied to list its ADSs on the Nasdaq Global Market under the ticker symbol “IVA.” The Company’s ordinary shares are listed on the regulated market of Euronext Paris under the symbol “IVA.”
Jefferies LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC are acting as Joint Global Coordinators and bookrunners for the offering. H.C. Wainwright & Co., LLC is acting as lead manager and Roth Capital Partners, LLC and KBC Securities USA LLC are acting as co-managers for the U.S. Offering.
Namsen Capital is acting as Inventiva’s capital markets advisor.
The offering price is expected to be between $13.40 and $15.40 per ADS, or between €11.84 and €13.60 per ordinary share (assuming an exchange rate of €1.00 = $1.1321, the exchange rate on July 8, 2020). The offering price per ADS in U.S. dollars and the corresponding offering price per ordinary share in euros, as well as the final number of ADSs and ordinary shares sold in the Global Offering, will be determined following a bookbuilding process commencing immediately. The offering price per ADS and per ordinary share will be at least equal to the volume weighted average price of the Company’s ordinary shares on Euronext Paris over the last three trading days preceding the start of the offering (i.e., July 6th, 7th and 8th, 2020), subject to a maximum discount of 10%.
On an indicative basis, the completion of the Global Offering, assuming the issuance of 7,478,261 ordinary shares (including in the form of ADSs), would result in dilution of approximately 19.5% of the Company’s outstanding share capital on a non-diluted basis, and approximately 21.8% of the Company’s outstanding share capital on a non-diluted basis in the event that the Underwriters exercise in full their option to purchase additional ordinary shares (including in the form of ADSs).
The ADSs and/or ordinary shares will be issued through a capital increase without shareholders’ preferential subscription rights by way of a public offering excluding offerings referred to in Article L. 411-2 1° of the French Monetary and Financial Code (Code monétaire et financier) and under the provisions of Article L.225-136 of the French Commercial Code (Code de commerce) and pursuant to the 15th and 19th resolutions of the Company’s combined general shareholders’ meeting held on May 28, 2020.
The final number of ordinary shares offered, including the number of ordinary shares offered in the form of ADSs, and the subscription price therefor will be decided by the Company’s Chief Executive Officer (Directeur Général).
The Company plans to announce the result of the Global Offering as soon as practicable after pricing thereof in a subsequent press release.
The closings of the U.S. Offering and the European Offering will occur simultaneously and are expected to occur on the third trading day after the initial trading day of the Global Offering.
The Company expects to use the net proceeds from the Global Offering, together with existing cash, as follows (assuming an exchange rate of €1.00 = $1.1321, the exchange rate on July 8, 2020):
- Approximately $85 million to complete preparations for and initiate a Phase III clinical trial of lanifibranor for the treatment of patients with NASH;
- Approximately $30 million to complete a planned Phase Ib/II clinical trial of odiparcil in a pediatric population with MPS VI, initiate a planned label Phase IIa extension study of odiparcil in patients 16 years and above with MPS VI and initiate Phase III clinical development of odiparcil as a monotherapy and in combination with enzyme replacement therapy for the treatment of adult and pediatric patients with MPS VI;
- Approximately $5 million to advance development of the Company’s Hippo pathway signaling program and other pre-clinical programs; and
- The remainder for working capital and general corporate purposes.
The Company expects that the net proceeds from the Global Offering, together with its existing cash, will enable the Company to fund its operating expenses and capital expenditure requirements at least through the fourth quarter of 2022.
The securities referred to in this press release will be offered only by means of a prospectus. Copies of the preliminary prospectus relating to and describing the terms of the Global Offering can be obtained from Jefferies LLC, 520 Madison Avenue New York, NY 10022, or by telephone at 877-547-6340 or 877-821-7388, or by email at Prospectus_Department@Jefferies.com; Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104 or by telephone at (415) 364-2720 or by email at firstname.lastname@example.org; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at 212-518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
A registration statement on Form F-1 relating to the securities referred to herein has been filed with the U.S. Securities and Exchange Commission (“SEC”) but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The registration statement can be accessed by the public on the website of the SEC.