26 January 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PureTech Health plc
PureTech Affiliate resTORbio Announces Pricing of Initial Public Offering and Approval to List on Nasdaq
PureTech Health affiliate prices $85 million of common stock in Nasdaq IPO to advance resTORbio's portfolio of therapeutic candidates targeting aging-related disease
PureTech Health is dedicated to creating value for shareholders through advancement of affiliates, such as resTORbio, and internal immunology-focused pipeline
PureTech Health plc (LSE: PRTC), an advanced, clinical-stage biopharmaceutical company, announced today that resTORbio, Inc. (resTORbio), an affiliate of PureTech Health, has announced the pricing of its initial public offering (IPO) of 5,666,667 shares of common stock at a public offering price of $15.00 per share resulting in gross proceeds to resTORbio of $85.0 million, before underwriting discounts and commissions and offering expenses to be paid by resTORbio. The shares are expected to begin trading on the Nasdaq Global Select Market under the ticker symbol "TORC" on Friday, January 26, 2018. The offering is expected to close on January 30, 2018, subject to customary closing conditions.
Following the offering, PureTech Health holds 9,800,396 shares of resTORbio common stock. At the initial public offering price of $15.00, PureTech's shares have a value of $147.0 million.
The full text of the announcement from resTORbio is as follows:
resTORbio Announces Pricing of Initial Public Offering
BOSTON, Massachusetts, January 25, 2018 - resTORbio, Inc., a clinical-stage biopharmaceutical company focused on the development and commercialization of novel therapeutics for the treatment of aging-related diseases, today announced the pricing of its initial public offering of 5,666,667 shares of common stock at a public offering price of $15.00 per share. In addition, resTORbio has granted the underwriters a 30-day option to purchase up to 850,000 additional shares of common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be $85 million, excluding any exercise of the underwriters' option to purchase additional shares. The shares are expected to begin trading on the Nasdaq Global Select Market under the ticker symbol "TORC" on Friday, January 26, 2018. The offering is expected to close on January 30, 2018, subject to customary closing conditions.
BofA Merrill Lynch, Leerink Partners, and Evercore ISI are serving as joint book-running managers for the proposed offering. Wedbush PacGrow is acting as a co-manager for the proposed offering.
A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. The offering will be made only by means of a prospectus. Copies of the final prospectus relating to this offering, when available, may be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email at [email protected]; Leerink Partners, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, or by telephone at (800) 808-7525 ext. 6132, or by email at [email protected]; or Evercore ISI, Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, telephone: (888) 474-0200, or by email at [email protected].
This press 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 state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About resTORbio
resTORbio, Inc. is a clinical-stage biopharmaceutical company focused on the development and commercialization of novel therapeutics for the treatment of aging-related diseases. resTORbio's lead program focuses on selective inhibition of the target of rapamycin complex 1 (TORC1) pathway to treat aging-related diseases with an initial focus on diseases caused by immunosenescence, the decline in immune function that occurs during aging.
Ownership Information and Other Required Disclosures
PureTech Health invested $19.0 million in resTORbio prior to its IPO and invested $3.5 million in the IPO. After giving effect to the IPO, PureTech Health owns 9,800,396 shares of common stock representing approximately 35% of resTORbio excluding any exercise of the underwriters' option to purchase additional 850,000 shares (calculated on a diluted basis)1.
(1) This calculation includes issued and outstanding shares as well as outstanding options to purchase shares, but excludes unallocated shares authorised to be issued pursuant to equity incentive plans.
About PureTech Health
PureTech Health (PureTech Health plc, PRTC.L) is an advanced, clinical-stage biopharmaceutical company developing novel medicines targeting serious diseases that result from dysfunctions in the nervous, immune, and gastrointestinal systems (brain-immune-gut or the "BIG" axis), which together represent the adaptive human systems. PureTech Health is at the forefront of understanding and addressing the biological processes and crosstalk associated with the BIG axis. By harnessing this emerging field of human biology, PureTech Health is pioneering new categories of medicine with the potential to have great impact on people with serious diseases. PureTech Health is advancing a rich pipeline of innovative therapies that includes two pivotal stage programmes, multiple human proof-of-concept studies and a number of early clinical and pre-clinical programmes. PureTech's rich research and development pipeline has been advanced in collaboration with some of the world's leading scientific experts, who along with PureTech's team of biopharma pioneers, entrepreneurs and seasoned Board, identify, invent, and clinically de-risk new medicines. With this experienced team pursuing cutting edge science, PureTech Health is building the biopharma company of the future focused on improving and extending the lives of people with serious disease.
Forward Looking Statement
This press release contains statements that are or may be forward-looking statements, including statements that relate to PureTech's future prospects, developments and strategies. The forward-looking statements are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks and uncertainties described in the risk factors included in the regulatory filings for PureTech Health. These forward-looking statements are based on assumptions regarding the present and future business strategies of the company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, neither PureTech Health nor any other party intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
Contact:
