Halozyme Therapeutics, Inc. (Amex: HTI), a biopharmaceutical company developing and commercializing recombinant human enzymes, today announced that it has entered into a definitive stock purchase agreement with New River Management V, LP ("New River") for a $32.1 million private placement of newly issued shares of Halozyme common stock. The financing is subject to customary closing conditions, including the receipt of anti-trust clearance, and is not subject to shareholder approval. Upon the satisfaction of the closing conditions, Halozyme will issue 3,500,000 shares of common stock to New River at a price of $9.17 per share. This sale price represents a $0.22 per share premium to the closing price of Halozyme common stock on the date that the parties executed the definitive stock purchase agreement relating to the sale of the shares.
New River is a private investment fund affiliated with Halozyme's largest stockholder, Randal J. Kirk. Halozyme's Board of Directors specifically approved the sale of shares to New River, and the increase in Mr. Kirk's beneficial ownership is not expected to trigger the anti-takeover provisions of Halozyme's existing Stockholder Rights Plan.
The shares of common stock to be sold in the private placement will not be immediately registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from the registration requirements. The shares will only be offered and sold to New River, which is an accredited investor pursuant to the rules and regulations of the SEC. The Company has agreed to file a registration statement with the SEC on or before November 1, 2007 covering the resale of the shares of common stock to be issued in this private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities 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 Halozyme Therapeutics, Inc.
Halozyme is a biopharmaceutical company developing and commercializing recombinant human enzymes for the drug delivery, palliative care, oncology, and infertility markets. The company's portfolio of products is based on intellectual property covering the family of human enzymes known as hyaluronidases. The company's Enhanze(TM) Technology is a novel drug delivery platform designed to increase the absorption and dispersion of biologics. In addition, the company has received FDA approval for two products: Cumulase(R) and Hylenex, for use as an adjuvant to increase the absorption and dispersion of other injected drugs and fluids. The Company also has a number of different enzymes in its portfolio that are targeting significant areas of unmet need.
New River is a private investment fund affiliated with Halozyme's largest stockholder, Randal J. Kirk. Halozyme's Board of Directors specifically approved the sale of shares to New River, and the increase in Mr. Kirk's beneficial ownership is not expected to trigger the anti-takeover provisions of Halozyme's existing Stockholder Rights Plan.
The shares of common stock to be sold in the private placement will not be immediately registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from the registration requirements. The shares will only be offered and sold to New River, which is an accredited investor pursuant to the rules and regulations of the SEC. The Company has agreed to file a registration statement with the SEC on or before November 1, 2007 covering the resale of the shares of common stock to be issued in this private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities 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 Halozyme Therapeutics, Inc.
Halozyme is a biopharmaceutical company developing and commercializing recombinant human enzymes for the drug delivery, palliative care, oncology, and infertility markets. The company's portfolio of products is based on intellectual property covering the family of human enzymes known as hyaluronidases. The company's Enhanze(TM) Technology is a novel drug delivery platform designed to increase the absorption and dispersion of biologics. In addition, the company has received FDA approval for two products: Cumulase(R) and Hylenex, for use as an adjuvant to increase the absorption and dispersion of other injected drugs and fluids. The Company also has a number of different enzymes in its portfolio that are targeting significant areas of unmet need.
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