We are offering the Offered Securities directly to BVF Partners L.P. pursuant to this prospectus supplement. We have not engaged the services of an underwriter or placement agent in connection with this direct placement.
BVF Partners L.P. will acquire the securities offered hereby in the ordinary course of its business for investment purposes, and has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of these securities.
In connection with its purchase of our securities, BVF Partners L.P. will enter into a voting and standstill agreement pursuant to which, among other things, BVF Partners L.P. will covenant to us that at no time will it exercise any voting control in excess of 19.9% of the then outstanding voting power on any matter brought to a vote of shareholders. To the extent that at any time, BVF Partners L.P. holds securities having voting rights in excess of that specified percentage limit, the coverage shall be the subject of a proxy granted to the Company’s Board of Directors (the “Board”) and the Board shall vote that excess number of shares with the majority of the shareholders voting on any matter brought before them. In addition, BVF Partners L.P. has agreed to a standstill provision whereby it has agreed to limit its direct and indirect interest, including voting securities held by or through affiliates or other entities under common control, to 24.99% of our outstanding voting securities.
BVF Partners L.P. and any of its pledgees, donees, assignees and other successors-in-interest may, from time to time, sell any or all of the securities that are the subject of this prospectus supplement, and may use or deliver this prospectus supplement in connection with any such sales, which sales may be at fixed or negotiated prices, and be effected in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades; purchases by a broker-dealer as principal and resale by the broker-dealer for its account; in privately negotiated transactions; a combination of any such methods of sale; or through any other method permitted pursuant to applicable law.
BVF Partners L.P. and any brokers, dealers or agents, upon effecting the sale of any of the securities that are the subject of this prospectus supplement may be deemed to be “underwriters” as that term is defined under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.
Other than in the United States, no action has been taken by us or the institutional investor that would permit a public offering of the ADSs or Warrants offered by this prospectus in any jurisdiction where action for that purpose is required. The ADSs and Warrants offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such ADSs or Warrants be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any ADSs or Warrants offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.