NEW YORK, July 7, 2016 /CNW/ - OrbiMed Advisors LLC reported today that on July 6, 2016 entities affiliated with it acquired (the "Acquisition") 480,000 common shares ("Common Shares") of Cynapsus Therapeutics Inc. ("Cynapsus" or the "Issuer"), such that OrbiMed (as defined below) now collectively beneficially owns, controls and directs more than 10% of the outstanding Common Shares of Cynapsus.
The Common Shares were acquired by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V. OrbiMed Advisors LLC ("Advisors") is the Managing Member of GP V. Mr. Samuel D. Isaly ("Isaly") is the Managing Member of Advisors. Each of OPI V, GP V and Advisors is organized under the laws of the State of Delaware. OPI V, GP V, Advisors and Isaly are collectively hereinafter referred to as "OrbiMed".
As a result of the Acquisition, OrbiMed now collectively beneficially owns, controls and directs 1,620,325 Common Shares representing in aggregate 13.16% of the issued and outstanding Common Shares (calculated based on the 12,316,441 Common Shares reported by the Issuer as being outstanding as of May 10, 2016). OrbiMed also has ownership and control over warrants to purchase 316,154 Common Shares (the "Warrants"). The Warrants contain an issuance limitation that prohibits the holder from exercising the Warrants to the extent that after giving effect to such issuance after exercise the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% of the Common Shares outstanding immediately after giving effect to the issuance of the Common Shares issuable upon exercise of the Warrants (the "Blocker"). As a result of the Blocker, as of the date hereof, no Common Shares are issuable upon exercise of the Warrants.
As of July 5, 2016, the date immediately prior to the day of the Acquisition, OrbiMed collectively beneficially owned, controlled and directed 1,240,411 Common Shares, comprised of 1,140,325 Common Shares and the Warrants, of which 100,086 Common Shares were exercisable thereunder, representing in aggregate 9.99% of the issued and outstanding Common Shares (calculated based on the 12,316,441 Common Shares reported by the Issuer as being outstanding as of May 10, 2016 and the assumption that the 100,086 Common Shares exercisable under the Warrants were issued and outstanding).
The Acquisition resulted in an increase of OrbiMed collective beneficial ownership, control and direction of 3.17% of the issued and outstanding Common Shares (calculated based on the 12,316,441 Common Shares reported by the Issuer as being outstanding as of May 10, 2016).
The Common Shares were acquired at a price of US$13.00 per Common Share for total consideration paid of US$6,259,200 (being C$16.91 per Common Share and total consideration of C$8,140,090 using the Bank of Canada's July 6, 2016 noon exchange rate of US$1 = C$1.3005).
OPI V acquired the Common Shares for investment purposes and may, depending on market and other conditions, or as future circumstances may dictate, from time to time, on an individual or joint basis, increase or decrease its beneficial ownership, control or direction over Common Shares of the Issuer through market transactions, private agreements, treasury issuances, exercise of the Warrants, options, other convertible securities or otherwise.
This press release is being issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report to be filed by OrbiMed in connection with the transactions described herein will be available on Cynapsus's SEDAR profile at www.sedar.com, and can also be obtained by contacting Douglas Coon of OrbiMed at the telephone number listed below.
Cynapsus is located at 828 Richmond Street West, Toronto, Ontario M6J 1C9. The address of OrbiMed is 601 Lexington Avenue, 54th Floor, New York, NY 10022.
OrbiMed is a leading investment firm dedicated exclusively to the healthcare sector. OrbiMed invests globally across the spectrum of healthcare companies, from venture capital start-ups to large multinational companies utilizing a range of private equity funds, public equity funds, royalty/debt funds, and other investment vehicles. OrbiMed maintains offices in New York City, Herzliya, San Francisco, Shanghai, and Mumbai.
SOURCE OrbiMed Advisors LLC
For further information: OrbiMed, Douglas Coon, (212) 739-6400