BELLUS Health Inc. (NASDAQ/TSX: BLU) has completed its previously announced underwritten public offering in Canada and the United States of 9,859,155 common shares at US $7.10 per common share for gross proceeds of approximately US $70 million.
BELLUS Health’s common shares are now dual‐listed on the Nasdaq Global Market (NASDAQ) and the Toronto Stock Exchange (TSX) under the trading symbol “BLU”.
BELLUS’ insiders, Chairman of Board Dr. Francesco Bellini, Director Mr. Franklin M. Berger and Orbimed Advisors LLC purchased an aggregate of 855,845 common shares under the Offering or 8.68% of the shares issued under the offering.
Prior to the offering, OrbiMed, Power Sustainable Capital Investments Inc. (PSCI) (formerly Victoria Square Ventures Inc.), a subsidiary of Power Corporation of Canada (TSX: POW), and Rocabe Investments Inc., a company affiliated with Dr. Bellini, controlled 14.3%, 11.17% and 10.3% of BELLUS outstanding shares.
Following the closing of the offering, PSCI’s stake decreased to approximately 9.13% of the issued and outstanding shares.
Laval, Quebec based BELLUS Health is a clinical‐stage biopharmaceutical company developing novel therapeutics for the treatment of chronic cough and other hypersensitization‐related disorders.
BELLUS intends to use the net proceeds primarily to fund research and development activities, general and administrative expenses, working capital needs and other general corporate purposes.
photo credit: BELLUS
News Release
BELLUS Health Closes US$70 Million Public Offering of Common Shares in Canada and the United States
LAVAL, Quebec, September 9, 2019 – BELLUS Health Inc. (“BELLUS Health” or the “Company”) (Nasdaq: BLU; TSX: BLU), a clinical‐stage biopharmaceutical company developing novel therapeutics for the treatment of chronic cough and other hypersensitization‐related disorders, today announced that it has completed its previously‐announced underwritten public offering in Canada and the United States (the “Offering”) of 9,859,155 common shares at a price to the public of US$7.10 per common share, for total gross proceeds of approximately US$70 million, before deducting the underwriting commissions and any expenses related to the Offering. In addition, the Company has granted the underwriters a 30‐day over‐allotment option to purchase up to an additional 1,478,873 common shares from the Company on the same terms and conditions.
BELLUS Health’s common shares are now dual‐listed on the Nasdaq Global Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”) under the trading symbol “BLU”.
The Company intends to use the net proceeds of the Offering primarily to fund research and development activities, general and administrative expenses, working capital needs and other general corporate purposes, as set out in the Supplement (as defined below).
Jefferies, Cowen and Guggenheim Securities acted as joint book‐running managers, Baird acted as lead manager, and Bloom Burton Securities acted as co‐manager for the Offering.
The Offering was made in Canada pursuant to a prospectus supplement (the “Supplement”) to the Company’s short form base shelf prospectus dated July 26, 2019 (the “Base Prospectus”) and in the United States pursuant to a registration statement on Form F‐10, which went effective with the U.S. Securities and Exchange Commission (the “SEC”) on September 5, 2019 (the “Registration Statement”), containing the Supplement and Base Prospectus filed with the SEC in accordance with the Multijurisdictional Disclosure System established between Canada and the United States.
The Supplement and the accompanying Base Prospectus contain important detailed information about the Offering. The Supplement and the accompanying Base Prospectus can be found on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the Company’s website at www.bellushealth.com. Copies of the Supplement and accompanying Base Prospectus may also be obtained from the Company, by telephone at 450‐680‐4500 or by email at info@bellushealth.com, or you may request them from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at 877‐821‐7388 or by email at prospectus_department@jefferies.com; Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, by telephone at 631‐592‐5973 or by email at PostSaleManualRequests@broadridge.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison, 8th Floor, New York, NY 10017, by telephone at 212‐518‐9658 or by email at
GSEquityProspectusDelivery@guggenheimpartners.com.
Insider Participation
Insiders of the Company, Chairman of Board Dr. Francesco Bellini, director Mr. Franklin M. Berger and Orbimed Advisors LLC (“Orbimed”), of which director Mr. Chau Q. Khuong is a partner, purchased an aggregate of 855,845 common shares under the Offering or 8.68% of the shares issued under the Offering. Being insiders of the Company, subscriptions for common shares by Dr. Bellini, Mr. Berger and Orbimed are related party transactions within the meaning of applicable Canadian securities laws.
BELLUS Health Inc.
275 Armand‐Frappier Blvd.
Laval, Quebec, Canada H7V 4A7
The subscriptions by Dr. Bellini, Mr. Berger and Orbimed are exempt from the formal valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transactions insofar as they involve related parties is less than 25 percent of the Company’s market capitalization. The Board of Directors of the Company has approved the Offering, and each of Dr. Bellini, Mr. Berger and Mr. Khuong declared their respective interest and abstained from voting thereon. A material change report in respect of this related party transaction could not be filed earlier than 21 days prior to the closing of the Offering due to the Offering being launched on September 3, 2019 and the terms of the participation of certain of the non‐related parties and the related parties in the Offering confirmed shortly before closing.
No regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
About BELLUS Health
BELLUS Health is a clinical‐stage biopharmaceutical company developing novel therapeutics for the treatment of chronic cough and other hypersensitization‐related disorders. The Company’s product candidate, BLU‐5937, is being developed for the treatment of chronic cough and chronic pruritus.
FOR MORE INFORMATION, PLEASE CONTACT:
François Desjardins
Vice President, Finance
450‐680‐4525
fdesjardins@bellushealth.com
SOURCE: BELLUS Health Inc.