Pharming Group N.V. : Pharming announces €16.35 million convertible bond financing

   Pharming Group N.V. : Pharming announces €16.35 million convertible bond
                                  financing

Leiden, the Netherlands, January 16,  2013. Biotech company Pharming Group  NV 
("Pharming" or "the Company") (NYSE  Euronext: PHARM) today announced that  it 
has entered into a  financing of €16.35 million  (€ 15.3 million net  proceeds 
after subtraction of transaction fees and a 2% issuers discount) by means of a
convertible bond with  a syndicate of  existing specialised and  institutional 
investors led by Kingsbrook  Opportunities Master Fund  LP. This financing  is 
subject to shareholder approval to  be requested at an upcoming  extraordinary 
meeting of shareholders on February 28^th, 2013 (the "EGM").

The bonds  will have  a fixed  conversion price  of €0.03.  The bonds  may  be 
redeemed in cash  or shares  at the  option of  the Company  in seven  monthly 
tranches between March and September 2013  and carry a coupon of 8.5%  percent 
per annum. The facility will be amortized according to 93.5% of the lowest ten
VWAP's (Volume Weighted Average  Price) over each 20  day pricing period.  The 
investors will also be  receiving 30% warrant coverage.  The warrants will  be 
exercisable for five years as of the EGM and have an exercise price of €0.03.

The proceeds from this facility, which follows the receipt in November 2012 of
a US$10 million milestone payment from  Santarus related to the positive  read 
out of the  pivotal US  Phase III clinical  study of  RUCONEST®, will  further 
strengthen the balance sheet and is foreseen to secure Pharming's cash  runway 
throughout  the  upcoming  regulatory  approval  process  in  the  USA.   The 
submission of a Biologics License Application (BLA) for RUCONEST to the FDA is
expected in the first half of 2013, followed as a next step by the decision of
the FDA on  acceptance of the  BLA for the  review within 60  days after  this 
submission, at  which  point an  additional  US$5 million  milestone  will  be 
payable from Santarus to Pharming. 

The EGM will be announced on the  Company's website later today. At this  EGM, 
the Company will  request shareholder approval  for (i) a  10:1 reverse  share 
split followed by (ii)  a reduction of  the nominal value  of the shares  from 
Euro 0.10 to Euro 0.01 and (iii) an increase of the Company's authorized share
capital from 130  million to 450  million shares following  the reverse  share 
split, such  an amount  of authorized  shares  being able  to both  cover  the 
facility and  the warrants  and  also to  re-install  an adequate  reserve  of 
authorized share capital.

The Company will issue at closing of the facility, an aggregate of 180 million
shares as down  payment to the  investors for the  first amortization(s).  The 
investors will provide the  Company with an irrevocable  proxy to support  the 
proposals at the  upcoming EGM.  Pharming shall  publish a  prospectus on  its 
website in  respect of  the listing  and  trading of  these shares,  which  is 
expected to commence on February 1^st, 2013, the day following the record date
of the EGM.

For as long  as the convertible  notes are outstanding,  the Company will  not 
call  any  additional  tranches  from  the  existing  Equity  Working  Capital 
Facility, under which €5.1 million additional financing remains available.

Sijmen de Vries, Pharming CEO, said: "We are delighted that we have yet  again 
found a committed  institution, Kingsbrook,  to lead a  financing. We  believe 
that, in combination with the ongoing  reduction of our cost base through  the 
downsizing of our infrastructure and organisation and the contingent milestone
payments from  Santarus  of  up to  US$  25  million associated  with  the  US 
regulatory process, this financing represents  a pivotal step forward  towards 
delivering  on  our   strategy  of  transitioning   from  a  research   driven 
cash-consuming biotech  company  to  an externally  focused,  cash  generative 
collaborative research and development business."

Roth Capital Partners acted  as the lead placement  agent to Pharming in  this 
transaction.

                                     ENDS
                           About Pharming Group NV

Pharming Group NV is developing innovative products for the treatment of unmet
medical  needs.  RUCONEST^®  (RHUCIN^®  in  non-European  territories)  is   a 
recombinant human  C1  inhibitor  approved for  the  treatment  of  angioedema 
attacks in patients with HAE in all  27 EU countries plus Norway, Iceland  and 
Liechtenstein, and  is distributed  in  the EU  by Swedish  Orphan  Biovitrum. 
Rhucin^® is partnered with Santarus Inc (NASDAQ: SNTS) in North America  where 
the drug has  completed Phase III  clinical development. The  product is  also 
being evaluated for various follow-on  indications. Pharming has a unique  GMP 
compliant, validated rabbit platform for  the production of recombinant  human 
proteins that, with the EU approval  of Pharming's rhC1 inhibitor, has  proven 
capable of  producing industrial  volumes of  high quality  recombinant  human 
protein in a  significantly more  economical way through  low upfront  capital 
investment  and   manufacturing  costs,   compared  to   current  cell   based 
technologies. Pharming now plans to utilise this platform for the  development 
of rhFVIII for the treatment of Haemophilia A.

Additional   information    is   available    on   the    Pharming    website, 
www.pharming.com.

This press release contains forward looking statements that involve known  and 
unknown risks, uncertainties  and other  factors, which may  cause the  actual 
results, performance or achievements of the Company to be materially different
from the results, performance  or achievements expressed  or implied by  these 
forward looking statements.

Contact

Pharming:
Sijmen de Vries, CEO: T: +31 71 524 7160

FTI Consulting:
Julia Phillips/ John Dineen, T: +44 (0)207 269 7193

Press release (PDF)

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Source: Pharming Group N.V. via Thomson Reuters ONE
HUG#1670717
 
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