STENTYS (FR0010949404 – STNT), a medical technology company
commercializing in Europe the world's first and only
Self-Apposing® Stent to treat acute myocardial
infarction (AMI), today presented the final terms of the
acquisition of Cappella Peel Away Inc. (Delaware, USA) and of its
assets relating to a novel stent delivery system for a total amount
of €1 million in stock and cash.
On June 3, 2014, STENTYS and Cappella Inc., upon authorization
of the Board of Directors dated June 2, 2014, entered into a
contribution in-kind agreement relating to the contribution of 100
shares of Cappella Peel Away Inc. by Cappella Inc. to STENTYS (the
“Contribution”).
In accordance with the sixth paragraph of article
L. 225-147 of the French Commercial Code, the combined
Shareholders’ meeting of May 27, 2014, pursuant to its sixteenth
resolution, has delegated the necessary powers to the Board of
Directors for a period of twenty-six months, in order to proceed
with the issue of new shares (up to a limit of 10% of the share
capital of STENTYS) as consideration for the contribution in kind
to STENTYS of equity securities or securities giving access to the
share capital.
At its meeting held on June 12, 2014, STENTYS’ Board of
Directors, having duly noted that the conditions precedent to the
completion of the Contribution were satisfied and upon review of
the reports submitted by the Contribution Appraiser (“Commissaire
aux Apports”), decided to use this delegation and approved the
Contribution, its valuation and its consideration. The Board of
Directors further decided to increase the share capital of STENTYS
through the issue of 59.643 new ordinary STENTYS shares with a par
value of €0.03 each, which will have current dividend rights and
will be immediately equivalent to existing shares, and acknowledged
the final resulting capital increase and modified the bylaws
accordingly.
The main terms and conditions, valuation and consideration of
the Contribution are summarized below, in accordance with article
12 of AMF instruction n°2005-11 of December 13, 2005 as
amended.
Contributor Cappella, Inc., a Delaware
corporation, whose registered office is 1209 Orange Street,
Wilmington, Delaware 19801, United States of America.
Beneficiary STENTYS, a French limited liability company
(société anonyme) with a share capital of € 334,101.45 whose
registered office is 29/31 rue Saint Augustin, 75002 Paris,
registered with the Trade and Companies Register under number 490
932 449.
NATURE OF THE CONTRIBUTION AND ITS
CONSIDERATION Reasons for the Contribution
Cappella Peel Away’s technology enables the implantation of a
self-expanding stent in the same manner as a conventional
balloon-expandable stent. This technology applied to STENTYS
Self-Apposing stents will offer a similar experience as with
balloon-expandable stents and should accelerate the adoption of
STENTYS products.
Legal and tax regime of the
Contribution The Contribution is governed by the ordinary rules
relating to contributions in kind set forth in Article L. 225-147
of the French Commercial Code.
Contributed assets 100
shares of Cappella Peel Away Inc. representing 100% of this
company’s issued share capital.
Methods used for the
valuation of the Contribution The Consideration for the
Contribution has been determined by reference to the real value
(valeur réelle) of Cappella Peel Away Inc. and in accordance with
the following methods:
- Assessment and discounting of the royalties, which would have
been paid under a license agreement until the expiration of the
“Peel Away” patents.
- Assessment and discounting of the additional cash flows
generated by STENTYS with the “Peel Away” technology.
- Accounting assessment: analysis of Cappella Group historical
P&L and balance sheets to assess the development costs of the
“Peel Away” technology.
Total value of the contributed assets The total
estimated value of the Contribution amounts to €1,000,000.
Consideration for the Contribution In consideration for the
estimated value of the Contribution, Cappella Inc. received:
- A sum in cash for a total amount of €399,991.42 as the cash
balance (soulte) for the Contribution. This cash balance (soulte)
corresponds to an amount of €3,999.41 per Contributed Share.
- 59,643 new shares in STENTYS (the “New STENTYS Shares”)
with a nominal value of three euro cents (€0.03), which will be
issued by the Beneficiary as a capital increase, for a nominal
amount of the share capital increase of €1,789.29.
This calculation of the Consideration has been agreed between
the parties based on the real values (valeurs réelles) of the
shares of Cappella Peel Away and of STENTYS and regarding STENTYS
on the basis of an average of the share price on 10 stock exchange
trading days prior to the signing the Contribution in kind
Agreement.
Issuance, dividend rights and admission to trading of the
New STENTYS Shares The issuance of shares was decided at the
meeting of STENTYS’ Board of Directors held on June 12, 2014. The
New STENTYS Shares thus created are fully equivalent to existing
STENTYS shares. They will be admitted to trading on the same
listing line as the existing STENTYS shares (FR 0010949404) and
will carry the same dividend right.
Contribution
Premium The difference between (i) the value of the
Contributions, i.e. the sum of €1,000,000 minus the cash balance
(soulte) in the amount of €399,991.42 paid to Cappella Inc. and
(ii) the total nominal amount of the share capital increase, namely
the sum of €1,789.29 will be considered as a premium equal to a
total amount €598,219.29, which will be accounted in a
“Contribution premium” account, to which the existing and new
shareholders of STENTYS shall have a claim.
Completion
date the Contribution The Contribution has been definitively
completed at the closing of the Board of Directors’ meeting held
this day.
CONTROL OF THE CONTRIBUTION
Appointment of a Contribution Appraiser
(
Commissaire aux apports) On March 26, 2014, Mr.
Dominique Ledouble was appointed by order of the President of the
Paris Commercial Court as Contribution Appraiser (Commissaire aux
apports).
He has prepared a report, in accordance
with Article L. 225-147 of the French Commercial Code, which has
been made available to the Board of Directors and filed with the
clerk of the Paris Commercial Court within the deadline laid down
by law. He has also prepared a report on the consideration for the
Contribution, in accordance with generally accepted standards for
his profession and the terms and conditions of his assignment,
which has been made available to the Board of Directors.
Conclusions of the report of the Contribution Appraiser
(Commissaire aux apports) on the valuation of the Contribution
“On the basis of my work and as of the date of this report, it is
my opinion that the value of the Contribution amounting to
1,000,000 euros is not overestimated and, consequently, is at least
equal to the amount of the capital increase of the company
receiving the Contribution, increased by the contribution premium.”
Conclusions of the report of the Contribution Appraiser
(Commissaire aux apports) on the Consideration for the
Contribution “On the basis of my work and as of the date of
this report, it is my opinion that the consideration offered for
the contribution of the shares of Cappella Peel Away, as agreed
upon by the parties resulting in the issue 59.643 STENTYS shares
and the payment in cash of an amount of 399,991.42 euros, is fair.”
CONSEQUENCES OF THE CONTRIBUTION Share
capital of STENTYS after the Contribution Following the
Contribution, the share capital of STENTYS is, accordingly,
increased by the sum of €1,789.29 by issuance of 59,643 fully
paid-up New STENTYS Shares; the share capital, thus, being raised
from an amount € 334,101.45 to an amount of € 335,890.74 divided
into 11,196,358 shares each having a nominal value of three euro
cents (€0.03).
Impact of the Contribution on the
ownership of capital and voting rights of a shareholder
(on the basis of a share capital as of
December 31, 2013 made up of 11 136 715 shares)
A shareholder holding 1% of STENTYS’ share capital on a non-diluted
basis (and 0.87% on a diluted basis) prior to the issue of the
59,643 New STENTYS Shares in consideration for the Contribution
will see his/her ownership interest fall to 0.995% of the share
capital on a non-diluted basis (and to 0.866% on a diluted basis)
following this issue.
Impact of the Contribution on the
proportion of the Group share of consolidated equity represented by
each STENTYS share Prior to the issue of the 59,643 New STENTYS
Shares in consideration for the Contribution, the proportion of the
Group share of consolidated equity as of December 31, 2013
represented by each STENTYS share amounts to €3.11 on a non-diluted
basis (and €3.46 on a diluted basis).
Following the issue of the 59,643 New
STENTYS Shares in consideration for the Contribution, the
proportion of the Group share of consolidated equity as of December
31, 2013 represented by each STENTYS share amounts to €3.15 on a
non-diluted basis (and €3.49 on a diluted basis).
DOCUMENTS MADE AVAILABLE TO THE SHAREHOLDERS The
reports of the Contribution Appraiser have been made available at
the registered office of STENTYS and will be brought to the
shareholders knowledge at the next general meeting.
About the STENTYS Self-Apposing® Stent
The STENTYS Self-Apposing® Stent addresses the stent-sizing
dilemma that cardiologists are confronted with when treating heart
attack patients or patients with atypical artery anatomy. Its
flexible, self expanding design takes the shape of the patient’s
unique vessel anatomy and apposes to the irregular contours of a
blood vessel, in particular after an AMI as the vessel dilates and
the clot dissolves. It reduces the risk of malapposition and
complications associated with conventional stents in this setting.
The STENTYS Self-Apposing Stent has been marketed in Europe since
receiving CE Mark in 2010. The STENTYS Sirolimus-eluting stent
should receive the CE Mark during the second half of 2014.
About STENTYS
STENTYS is developing and commercializing innovative solutions
for the treatment of patients with acute myocardial infarction
(AMI, or heart attack) and complex coronary artery disease.
STENTYS’ Self-Apposing® Stents are designed to adapt to vessels
with ambiguous or fluctuating diameters, particularly in the
post-infarction phase, in order to prevent the malapposition
problems associated with conventional stents. In the APPOSITION III
clinical trial, STENTYS stents demonstrated a very low one year
mortality rate among 1,000 high-risk AMI patients when compared to
recent studies with conventional stents. More information is
available at www.stentys.com.
This press release contains forward looking statements about the
Company’s business. Such forward looking statements are based on
numerous assumptions regarding the Company’s present and future
business strategies and the environment in which it will operate in
the future which may not be accurate. Such forward-looking
statements involve known and unknown risks which may cause the
Company’s actual results, performance or achievements to differ
materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
factors include, among others, risks associated with the
development and commercialization of the Company’s products, market
acceptance of the Company’s products, its ability to manage growth,
the competitive environment in relation to its business area and
markets, its ability to enforce and protect its patents and
proprietary rights, uncertainties related to the U.S. FDA approval
process, including with respect to a pre-market approval for the
Company’s BMS, slower than expected rates of patient recruitment
for clinical trials, the outcome of clinical trials, and other
factors, including those described in the Section 4 “Risk Factors”
of the Company’s 2011 Registration Document (document de référence)
filed with the French Autorité des Marchés Financiers on August 27,
2013 under number R.13-040 as such section may be updated from time
to time.
STENTYS is listed on Comp. B of the NYSE Euronext ParisISIN:
FR0010949404 – Ticker: STNT
STENTYSStanislas Piot, +33 (0)1 44 53 99
42CFOstan.p@stentys.comorNewCap.Dusan Oresansky / Pierre
Laurent, +33 (0)1 44 71 94 93Financial Communication / Investor
Relationsstentys@newcap.frorUS: MacDougall Biomedical
CommunicationsCharles Liles, 781-235-3060orChristine Labaree or
Hunter Marshall, 650-339-7533stentys@macbiocom.com
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