Pharming announces EUR16.35 million convertible bond financing

Pharming announces EUR16.35 million convertible bond financing 
LEIDEN, THE NETHERLANDS -- (Marketwire) -- 01/16/13 -- Biotech 
company Pharming  Group NV ("Pharming" or "the Company") (NYSE
Euronext: PHARM) today announced that it has entered  into a
financing  of EUR16.35 million  (EUR 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 28th, 2013 (the
"EGM"). 
The bonds will have a fixed conversion price of EUR0.03. 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 EUR0.03. 
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(R), 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$5 million  milestone will be payable from Santarus
to
Pharming. 
The EGM will be announced on the Company's website later today. At
this EGM, the Company  will request  shareholder approval  for (i)  a
10:1 reverse share split
followed  by (ii) a reduction of the nominal
value of the shares from Euro 0.10
to  Euro 0.01 and  (iii) an 
increase of  the Company's authorized share capital
from  130 million
to 450 million shares following  the reverse share split, such
an 
amount of authorized  shares being able  to both cover  the facility
and the warrants and also to re-install an adequate reserve of
authorized share capital. 
The  Company will issue at closing of  the facility, an aggregate of
180 million
shares  as  down  payment  to  the  investors for the
first amortization(s). The investors  will provide  the Company  with
an  irrevocable proxy  to support the proposals  at  the  upcoming 
EGM.  Pharming  shall  publish a prospectus on its website in respect
of the listing and trading of these shares, which is expected
to 
commence on February  1st, 2013, the day following  the record date
of the
EGM. 
For  as long as the convertible notes are outstanding, the Company
will not call
any additional tranches from the existing Equity
Working Capital Facility, under
which EUR5.1 million additional
financing remains available. 
Sijmen  de Vries, Pharming CEO,  said: "We are delighted  that we
have yet again
found a committed institution, Kingsbrook, to lead a
financing. We believe that,
in  combination  with  the  ongoing 
reduction  of  our  cost  base through the downsizing  of our
infrastructure and  organisation and the contingent
milestone
payments from Santarus of up to US$ 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(R)  (RHUCIN(R)  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(R)  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. 
Press release (PDF): http://hugin.info/132866/R/1670717/543006.pdf 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that: 
(i) the releases contained herein are protected by copyright and    
other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and     
originality of the information contained therein.  
Source: Pharming Group N.V. via Thomson Reuters ONE 
[HUG#1670717] 
Contact 
Pharming :
Sijmen de Vries
CEO
T: +31 71 524 7160 
FTI Consulting :
Julia Phillips/ John Dineen
T: +44 (0)207 269 7193
 
 
Press spacebar to pause and continue. Press esc to stop.