Jul 3 2007
pSivida Limited, today announced that on June 29, 2007 it entered into definitive agreements to raise approximately US$18.0 million (A$21.3 million) in gross proceeds in a registered direct offering through the sale of its NASDAQ-traded ADSs and warrants to purchase ADSs, including US$6.5 million (A$7.7 million) to Pfizer Inc. Pfizer’s investment is pursuant to the terms of the Collaborative Research and License Agreement, dated as of April 3, 2007.
The Company estimates that net proceeds from the offering will be approximately US$16.3 million (A$19.4 million), after deducting placement agent fees and estimated offering expenses. pSivida has entered into subscription agreements with primarily institutional investors pursuant to which it has agreed to sell a total of 14,402,000 units, for a purchase price of US$1.25 (A$1.48) per unit. Each unit consists of (i) one ADS, representing ten ordinary shares, and (ii) one warrant to purchase 0.40 ADSs, with a warrant exercise price of US$1.65 (A$1.96) per ADS. Units will not be issued or certificated. The ADSs and warrants are immediately separable and will be issued separately. The warrants will be exercisable from the date of issuance through the fifth anniversary of the issuance. The closing of the transaction is scheduled to occur on or about July 5, 2007, subject to the satisfaction of customary closing conditions, except that the closing of the sale of units to Pfizer will occur on or about July 13, 2007. Cowen and Company, LLC, acted as lead placement agent and JMP Securities LLC acted as co-agent in this offering.
The ADSs and warrants were offered under pSivida’s effective shelf registration statement previously filed with the Securities and Exchange Commission on March 6, 2007, which registration statement became effective on March 9, 2007. This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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 the registration or qualification under the securities laws of any such state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.