The Company intends to use the proceeds from this financing for progressing its cardiovascular and CNS research and development pipeline, for general corporate purposes, and the retirement of its $2.75 million convertible debentures issued in December 2007, after which the company will be debt free.
The first tranche of $28 million will be settled by the issuance of 12,173,914 new Ordinary Shares and the potential $2 million investment by directors would be settled by 869,565 new Ordinary Shares, all at $2.30 per share. The second tranche would be settled by the issuance of ADSs at a price equal to the lower of (i) $2.60, and (ii) 113% of the average of the volume weighted average prices of Amarin's ADSs as reported on NASDAQ for each of the 30 trading days immediately prior to the date of the closing of the second tranche.
Following closing of the first tranche, the new investors will hold approximately 45% of the Ordinary Shares of the Company. Certain of the new investors will be entitled to join Amarin's Board and will obtain various rights relating to the appointment of directors and pre-emption on further issues of shares by Amarin.
City Code and Regulatory Disclosures
Following the recent move of the place of central management of the Company to Ireland, the City Code on Takeovers and Mergers (the "Code") does not apply to Amarin, as the Company does not fall within paragraph 3(a)(ii) of the Introduction to the Code.
The securities offered in the private placement are not registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Act and applicable state securities laws.
Under an agreement with the investors, the Company is required to file
a registration statement with the United States Securities and Exchange
|SOURCE Amarin Corporation Plc|
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