Trillium Therapeutics Announces Completion of Public Offering of Securities
07 Abril 2015 - 3:01PM
Trillium Therapeutics Inc. (Nasdaq:TRIL) (TSX:TR)
an immuno-oncology company developing innovative therapies for the
treatment of cancer, today announced that it has completed its
previously announced underwritten public offering of common shares
and non-voting convertible preferred shares. In the offering,
Trillium sold 1,750,754 common shares and 1,077,605 Series II
Non-Voting Convertible First Preferred Shares at a price of
US$19.50 per share, including 228,359 common shares sold pursuant
to the full exercise of the underwriters' option to purchase
additional common shares. The gross proceeds to Trillium
from this offering, before deducting underwriting discounts and
commissions and other offering expenses payable by Trillium, were
approximately US$55.2 million.
All of the shares in the offering were sold by Trillium, with
net proceeds to be used to develop product candidates as well as
for working capital and general corporate purposes.
The Series II Preferred Shares sold in the offering are
non-voting and are convertible into common shares, on a one-for-one
basis (subject to adjustment), at any time at the option of the
holder, subject to certain restrictions on conversion. Holders may
not convert Series II Preferred Shares into common shares if, after
giving effect to the exercise of conversion, the holder and its
joint actors would have beneficial ownership or direction or
control over common shares in excess of 4.99% of the then
outstanding common shares. This limit may be raised at the option
of the holder on 61 days prior written notice: (i) up to 9.99%,
(ii) up to 19.99%, subject to clearance of a personal information
form submitted by the holder to the Toronto Stock Exchange, and
(iii) above 19.99%, subject to approval by the Toronto Stock
Exchange and shareholder approval.
Leerink Partners LLC and Cowen and Company, LLC were joint
book-runners for the offering. Oppenheimer & Co. Inc. was
co-manager in the offering.
The offering was made pursuant to an effective registration
statement on Form F-1 that was filed with the U.S. Securities and
Exchange Commission. The offering was made only by means of a
prospectus. Copies of the prospectus relating to these
securities may be obtained from: Leerink Partners LLC; Attention:
Syndicate Department, One Federal Street, 37th Floor, Boston, MA
02110, or via telephone at (800) 808-7525 ext. 6142, or by email at
syndicate@leerink.com; or from Cowen and Company, LLC, c/o
Broadridge Financial Services, 1155 Long Island Avenue, Edgewood,
NY, 11717, Attn: Prospectus Department, or by phone 631- 274-2806 /
fax 631-254-7140.
This offering was restricted to persons who are not residents of
Canada. Investors in the offered securities may not resell
the purchased securities, directly or indirectly, to any resident
of Canada or (in the case of the common shares) over the Toronto
Stock Exchange or otherwise in Canada for a period of 90 days
following the completion of this offering. Each investor was
deemed to agree to the above and to have represented that it is not
a resident of Canada upon acceptance of delivery of the purchased
securities by the investor or its dealer or other
representative.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not
permitted.
Forward-Looking Statements and Information
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws in the United States and Canada, respectively,
which reflect Trillium's current expectation regarding future
events (collectively, "forward-looking statements").
Forward-looking statements in this press release include statements
about the use of proceeds from the offering. These
forward-looking statements involve risks and uncertainties that may
cause actual results, events or developments to be materially
different from any future results, events or developments expressed
or implied by such forward-looking statements. Such risks and
uncertainties are described in Trillium's ongoing quarterly and
annual reporting. With respect to the forward-looking statements
contained in this press release, Trillium has made numerous
assumptions regarding, among other things, the stability of
economic and market conditions. While Trillium considers these
assumptions to be reasonable, these assumptions are inherently
subject to significant business, economic, competitive, market and
social uncertainties and contingencies. Except as required by
applicable securities laws, Trillium undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Neither TSX nor its Regulation Services Provider (as that term
is defined in the policies of the TSX) accepts responsibility for
the adequacy or accuracy of this release.
CONTACT: Trillium Therapeutics Inc.
James Parsons
Chief Financial Officer
+1 416 595 0627 x232
james@trilliumtherapeutics.com
www.trilliumtherapeutics.com
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