PRESS RELEASE Inventiva raises €48 million in a successful initial public offering on Euronext Paris ► Total demand of €53.1 million, of which €49.2 million from the Global Placement and €3.9 million from the Open Price Offering (OPO) ► €48 million raised on Euronext Paris (after partial exercise of the Increase Option of 6.7%) ► Capital increase amount which can be increased to approximately €50.4 million if the Over-allotment Option is fully exercised ► Offering price set at €8.50 per share ► Market capitalization of approximately €133.3 million ► Trading to begin on Wednesday, February 15, 20171 Daix (France), February 14, 2017 - Inventiva, a biopharmaceutical company developing innovative therapies, particularly to treat fibrosis, today announces its successful initial public offering on Compartment C of Euronext regulated market in Paris (“Euronext Paris”). The initial public offering by way of an Open Price Offering (“OPO”) and a Global Placement (“Global Placement”), enables the Company to raise €48 million by means of a capital increase (after partial exercise of the Increase Option of 6.7% (the “Increase Option”)). This amount can be increased to €50.4 million if the Over-allotment Option is exercised in full. “We are very proud to be announcing today the success of our IPO on Compartment C of Euronext Paris, backed up by a large number of new shareholders—based in the United States and in Europe, both individual investors and major funds specialized in life sciences. We wish to thank them all for the trust they have placed on us and for their decision to finance the development of our technology platforms, our collaborations, and our drug candidates”, commented Frédéric Cren, CEO and Co-founder of Inventiva. Pierre Broqua, Chief Scientific Officer and Co-founder of Inventiva, added: “The success of this IPO underlines the hard work of our team of over 90 highly qualified scientific researchers, who have made Inventiva a major player in the fight against fibrosis. By raising these funds, Inventiva will pursue the development of its various pre-clinical and clinical programs— in particular IVA337 and IVA336—to help address diseases with high unmet medical needs, such as NASH2, systemic sclerosis and Maroteaux-Lamy syndrome (MPS VI).” 1 On an “as if-and-when-issued” basis 2 Non-Alcoholic Steatotic Hepatitis NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES CANADA, AUSTRALIA OR JAPAN 1 PRESS RELEASE The Global Placement, mainly intended for institutional investors, accounted for €44.1 million, ie. 91.8% of the total number of shares allocated, while the OPO, mainly aimed at individual investors, accounted for €3.9 million, ie. 8.2% of the total of shares allocated (without the Over-allotment Option). The subscription commitments as mentioned in the Securities Note (Note d’Opération) have been fulfilled. The final offer price for the Global Placement and the OPO is set at €8.50 per share, corresponding to the low-range price of the Offering. Based on the IPO price of €8.50 per share, Inventiva’s market capitalization will amount to approximately €133.3 million upon completion of the offering. The Increase Option, which represents 357,122 shares (ie. 6.7%), has been exercised,. The number of new shares may be increased, where appropriate, by up to 282,562 additional new shares should the Overallotment Option granted to the Joint-Lead Managers and Joint-Bookrunners in connection with the Offering be exercised between today’s date and March 16, 2017. Trading of the shares will begin on February 15, 2017 in the form of “if-and-when-issued” shares on a trading line entitled “Inventiva - Promesses” and continue up to and including the settlement-delivery date, scheduled to occur on February 16, 2017, and will be subject to delivery of the custodian’s certificate relating to the issuing of the new shares. Subsequently, the shares will be traded on Compartment C of the Euronext Paris regulated market on a single trading line entitled as “Inventiva” (ISIN code: FR0013233012, ticker: IVA) from the start of trading on February 17, 2017. Inventiva, a major player in the development of new therapies for fibrosis: ► Fibrosis, a major health priority implicated in 45%3 of deaths in developed countries ► Three late-stage projects in markets coveted by big pharma (NASH, systemic sclerosis , MPS) ► Research supported by two partnerships with reputable pharma companies —AbbVie and BoehringerIngelheim ► Results of large-scale clinical trials expected from mid-2018 ► Revenues of €4.1 million in the first half of 2016, an increase of 123% compared to the first half of 2015 3 The Journal of Clinical Investigation; Common and unique mechanisms regulate fibrosis in various fibroproliferative diseases; March 2007. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES CANADA, AUSTRALIA OR JAPAN 2 PRESS RELEASE Rationale for the Offering The initial public offering aims to provide the Company with additional financing to fund its activities and pursue the development of its technological platforms and drug candidates. In addition to the Company’s cash position of approximately €24.8 million as of December 31, 2016, the Company intends to use over 80% of the estimated net proceeds of the Offering, until the end of the first half year of 2019, to pursue the clinical development of IVA337 program for the treatment of NASH and SSc until the end of the clinical studies of phase IIb, and to pursue the clinical development of IVA336 in MPS. The balance will be used to pursue the development of the Company’s preclinical portfolio, particularly the Yap-Tead program. The capital raised will be used by the Company to finance its activities until mid-2019. The initial public offering on Euronext Paris will allow the Company to increase its notoriety both in France and internationally. Definitive Offering details Offering price The price for the OPO and the Global Placement is set at €8.50 per share. On this basis, Inventiva’s post-money market capitalization will amount to approximately €133.3 million. Size of and proceeds from the Offering 5,651,240 new shares were issued via the OPO and the Global Placement. The gross proceeds amounts to approximately €48 million and net proceeds to approximately €42.7 million. Breakdown of the shares subscribed for via the Offering (without Over-allotment Option) Global Placement: 5,188,732 new shares allocated to institutional investors (representing approximately €44.1 million and approximately 91.8% of the total number of shares allocated). OPO: 462,508 new shares allocated to investors (representing approximately €3.9 million and approximately 8.2% of the total number of shares offered). 100% of the A1 and A2 orders will be executed. Breakdown of the ownership structure after the Offering On completion of the Offering, Inventiva’s shareholder structure will be as follows: NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES CANADA, AUSTRALIA OR JAPAN 3 PRESS RELEASE The free float takes into account the number of shares held by BVF Partners LP (11.25%), Financière Arbevel (4.50%) and Perceptive Advisors (3.00%). Over-allotment Option Up to 5% of the number of new shares offered, i.e. in the event of the exercise in full of the Increase Option, a maximum of 282,562 additional new shares (the “Over-allotment Option”). This Over-allotment Option may be exercised in part or in full until 16 March 2017. Underwriting Agreement The Offering is subject of an underwiting agreement dated February 14, 2017 between Inventiva, Société Générale and KBC Securities NV relating to the Offer Shares. The Underwriting Agreement does not constitute a performance guarantee within the meaning of Article L. 225-145 of the Commercial Code. Call option granted by the founding shareholders to BVF Partners L.P. and Perceptive Advisors As reminder, each of BVF Partners L.P. and Perceptive Advisors benefit from a call option agreement for a maximum amount of €15 million and €2 million respectively. These call options will be exercisable at the Offering Price during a period of two years as of the settlement date of the New Shares. In this context, by way of illustration, the estimated theoretical value of the call option using modified Black-Scholes model, subject to certain assumptions, would be for BVF Partners L.P. within a range of 7.3% and 22.2% and for Perceptive Advisors within a range of 3.7% and 11.1% of the amount of their subscription commitment (source: Conv-Ex Advisors Limited), as further described in section E.3 of the summary and in section 5.2.2 of the Securities Note. Investors are invited to note the risks relating to the risk factor mentioned under section 2.5 of the Securities Note "The sale of a significant number of shares of the Company by the Investors who are not subject to lock-up agreements may have a material adverse effect on the market price of the shares of the Company". NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES CANADA, AUSTRALIA OR JAPAN 4 PRESS RELEASE Indicative transaction timetable Start of trading of the shares on Euronext Paris in the form of “whenissued” shares February 16, 2017 Settlement date February 17, 2017 Start of trading of the Company’s shares on Euronext Paris March 16, 2017 Ultimate date for the exercise of the Over-allotment Option Expected end of the stabilization period, if any February 15, 2017 Inventiva share identification codes Name : INVENTIVA ISIN Code : FR0013233012 Ticker : IVA Compartment : C Business segment : 4573 - Biotechnology Financial intermediaries Global Coordinator Joint-Lead Manager and Joint-Bookrunner Joint-Lead Manager and Joint-Bookrunner Adoption of the Middlenext Code and setting up of audit committee and the Committee of Nomination and Remuneration Following the Board of Directors' meeting of February 14, 2017 determining the price of the Offering, the Board of Directors of Inventiva adopted the Middlenext Corporate Governance Code, the revised version of which was published in September 2016 as a reference code for corporate governance and, in accordance with the bylaws and internal rules of the Board of Directors, decided to set up the following committees of the Board of Directors: the Audit Committee and the Committee of Nomination and Remuneration. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES CANADA, AUSTRALIA OR JAPAN 5 PRESS RELEASE Availability of the prospectus On February 1, 2017, the French Autorité des Marchés Financiers (“AMF”) approved the French language prospectus relating to Inventiva’s initial public offering in France by granting visa no. 17-048 (the “Prospectus”), consisting of the « Document de Base » filed on July 8, 2016 under n° l.16-066, and its update submitted on January 12, 2017 under n° D.16-0535-A01 and a securities note (note d’opération) (including a Prospectus summary). For the purpose of the offering in France, copies of the Prospectus are available free of charge from Inventiva (50, rue de Dijon, 21121 Daix, France) and on the websites of the Company (www.inventivapharma.com) and the AMF (www.amf-france.org). Risk factors Inventiva draws the attention of investors on the "Risk Factors" section of chapter 4 of the Document de Base, as completed in its update, and of chapter 2 of the securities note. Contacts Inventiva Frédéric Cren Chief Executive Officer [email protected] +33 (0)3 80 44 75 00 NewCap Julien Perez / Mathilde Bohin Investor Relations [email protected] +33 (0)1 44 71 98 52 NewCap Nicolas Merigeau / Arthur Rouillé Media Relations [email protected] +33 (0)1 44 71 94 98 About Inventiva: www.inventivapharma.com Inventiva is a biopharmaceutical company specialised in the development of drugs interacting with nuclear receptors, transcription factors and epigenetic modulators. Inventiva’s research engine opens up novel breakthrough therapies against fibrotic diseases, cancers and orphan diseases with substantial unmet medical needs. IVA337, its lead product, is an anti-fibrotic treatment with a strong action mechanism permitting the activation of all three alpha, gamma and delta PPARs (peroxisome proliferator-activated receptors), which play key roles in controlling the fibrotic process. Its anti-fibrotic action targets two initial indications with substantial unmet medical need: NASH, a severe and increasingly prevalent liver disease already affecting over 30 million people in the United States, and systemic sclerosis, a disease with a very high mortality rate and for which there is no approved treatment to date. Inventiva is also developing in parallel, a second clinical product, IVA336, which is a clinical program for the treatment of three different forms of mucopolysaccharidosis (MPS I or Hurler-Sheie syndrome, MPS II or Hunter syndrome and MPS VI also known as Maroteaux-Lamy syndrome), as well as a preclinical stage oncology portfolio. Inventiva benefits from two partnerships with world-leading research entities such as the Institut Curie. Two strategic partnerships have also been developed with AbbVie and Boehringer Ingelheim, making Inventiva eligible for preclinical, clinical, regulatory and commercial milestone payments, in addition to royalties on the products resulting from these partnerships. Inventiva employs over 100 highly qualified employees and owns state-of-the-art R&D facilities near Dijon, acquired from the international pharmaceutical group Abbott. The Company owns, a proprietary chemical library of over 240,000 molecules as well as integrated biology, chemistry, ADME and pharmacology platforms. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES CANADA, AUSTRALIA OR JAPAN 6 PRESS RELEASE Disclaimer This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in France, in the United States or in any other jurisdiction in connection with any public offering. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended (the “Prospectus Directive”). With respect to the member States of the European Economic Area, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State other than France. As a result, the securities may not and will not be offered in any relevant member State other than France except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. This document may not be distributed, directly or indirectly, in the United States. This document is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration. The shares of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offer of its securities in the United States. This document is only being distributed to, and is only directed at, persons that (i) are located outside the United Kingdom, (ii) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document may not be distributed, directly or indirectly, in the United States, Canada, Australia, or Japan. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES CANADA, AUSTRALIA OR JAPAN 7
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