PRINCETON, N.J. & PARIS--(BUSINESS WIRE)--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:
|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:
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.
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 Paris
ISIN: FR0010949404 – Ticker: STNT