Agendia announces details of its planned IPO on NYSE Euronext Amsterdam

Amsterdam, the Netherlands – Agendia, a commercial-stage molecular diagnostics company  with  operations  in  the  Netherlands  and  the  United  States,  today announces  details  of its  planned  initial  public  offering  (the  “IPO”  or  “Offering”)  and contemplated  admission  to trading  and  listing  on  NYSE  Euronext  in  Amsterdam.  The Offering consists of up to 4,587,156 newly issued ordinary shares (the “Offer Shares”) for an amount of up to €75 million, with an over-allotment option of up to 688,073 newly issued ordinary shares, representing up to 15% of the Offer Shares. The price range of the Offering is   €16.35  to  €19.15  per  ordinary  share.  The  market  capitalisation  will amount  to approximately €225 million to €250 million without the over-allotment option being exercised. The free float will constitute up to approximately 33.3 percent after the Offering, without exercise of the over-allotment option. The IPO will consist of a public offering to institutional and retail investors in the Netherlands and an international offering to certain institutional investors.

Highlights relating to the IPO

  • Agendia aims to raise up to €75 million in the IPO, with the indicative price range set at €16.35 to €19.15 per share
  • IPO proceeds will mainly be used to expand the sales and marketing capabilities and activities of Agendia in the United States
  • Final offer price expected to be announced on 21 June 2011 with trading on NYSE Euronext in Amsterdam expected to begin on 21 June under the symbol "AGDX"
  • ABN AMRO and ING are acting as joint global coordinators and joint bookrunners
  • Major current (indirect) shareholders include Breedinvest, Gilde Healthcare, ING Corporate Investments, Van Herk, Stichting Fondsen NKI and founding management team members
  • ABN AMRO has agreed to submit an order at the commencement of the offer period to purchase Offer Shares for an amount of €5 million at the offer price
  • Agendia has operations in both the Netherlands and the US and currently employs approximately 100 staff (FTEs).

Commenting on today’s announcement, Bernhard Sixt, Agendia President and Chief Executive Officer, said:

“The initial public offering represents a significant step in the development of Agendia and underscores the value of our work so far, as well as our strong position and experience in the exciting field of cancer molecular diagnosis and treatment. With our marketed Symphony™ suite that comprises four breast cancer products today, including our lead FDA-cleared MammaPrint®  test, and after achieving initial coverage and reimbursement from a number of US third-party payors, including CMS, we believe we have a solid foundation to expand our US sales and marketing efforts, and also more widely commercialise  our  tests internationally.  We believe a public listing will provide us with flexibility to take advantage of the opportunities in the fast growing molecular diagnostics market, and assist us in advancing our pipeline of new tests. We look forward to improving the cancer diagnostics arena by providing substantial benefits to patients, physicians and payors with our product offering, whilst creating value for all of our stakeholders.”

Agendia’s current product offering

Agendia’s currently marketed Symphony™ suite of four complementary breast cancer tests, TargetPrint®, MammaPrint®, BluePrint™ and TheraPrint®, provides a comprehensive support system for oncologists to determine whether a breast cancer patient is likely to benefit from hormonal therapy, chemotherapy and targeted therapies, saving patients from unnecessary treatments and lowering healthcare costs. Agendia‘s lead test, MammaPrint®, currently the only molecular diagnostic breast cancer recurrence test to have received clearance from the US Food and Drug Administration, gives physicians a tool to clearly and decidedly separate early stage breast cancer patients who are at "high" risk from "low" risk of recurrence, thereby better gauging the "high" risk patients‘ need for chemotherapy.

For further information, please contact:
Agendia
Dr. Bernhard Sixt, President & CEO
investorrelations@agendia.com

International media and investor enquiries
M:Communications
Mary-Jane Elliott / Emma Thompson
Tel: +44(0)20 7920 2345, E-mail: agendia@mcomgroup.com

Dutch media enquiries Huijskens Communications Ian Bickerton
Tel +31(0)20 685 5955, E-mail: i.bickerton@huijskens.nl

About Agendia

Agendia is a commercial-stage molecular diagnostic company focused on the discovery, development and commercialisation of genomic-based diagnostic products to improve the quality of life for cancer patients by providing healthcare professionals with critical information to enable safe and effective personalised treatment. The Company’s Symphony™ suite of four complementary breast cancer tests, TargetPrint®, MammaPrint®, BluePrint™ and TheraPrint®, provides a comprehensive support system for oncologists to determine whether a breast cancer patient is likely to benefit from hormonal therapy, chemotherapy or targeted therapies, saving patients from unnecessary treatments and lowering healthcare costs. Agendia’s lead test, MammaPrint®, currently the only molecular diagnostic breast cancer recurrence test to receive clearance from the US Food and Drug Administration, gives physicians a tool to clearly and decidedly separate "high" risk from "low" risk recurrence in early stage breast cancer patients, thereby better gauging the "high" risk patients’ need for chemotherapy. Agendia is advancing a pipeline of new products, which includes a further extension of its breast cancer suite of tests as well as products for colon cancer and lung cancer. The Company’s research and development activities are driven by its deep scientific roots and supported by collaborations with leading academic consortia, cancer centres and pharmaceutical companies.

Agendia was founded in 2003 as a spin-off of the Netherlands Cancer Institute and is based in Amsterdam, the Netherlands, and Irvine, California, United States. For more information, please visit www.agendia.com.

About Gilde Healthcare Partners

Netherlands-based Gilde Healthcare Partners (www.gildehealthcare.nl) is a transatlantic venture and growth capital firm focused on private healthcare technologies and services. It has over €400 million under management and is actively looking to lead new investments in therapeutics, diagnostics, medical devices and services. Gilde successfully builds healthcare businesses across Europe and US, investing up to €15 million in a single portfolio company. By investing in companies with clear achievable business models, Gilde has used its financial resources and network to create significant value for both its investors and the entrepreneurs it backs. For a list of Gilde’s portfolio companies please visit the website.

----------

Disclaimer

This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”), Australia, Canada or Japan.  This  announcement  does  not  constitute,  or  form  part  of,  an  offer  to  sell  or  a solicitation of any offer to purchase the shares of Agendia (the "Company", and such shares, the "Securities") in the United States, Australia, Canada, Japan or in any other jurisdiction where such offer or sale could be unlawful.

The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. Consequently, the Securities may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Securities is being made in the United States.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the Relevant Member State)and includes any relevant implementing measure in each member state of the EuropeanEconomic Area which has implemented the Prospectus Directive. This document is an advertisement  and  not  a  prospectus  for  the  purpose  of  the  Prospectus  Directive.  A prospectus prepared pursuant to the Prospectus Directive is intended to be published, which, when published, can be obtained from Agendia. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on (i) in the United Kingdom, by persons  who  are  not  relevant  persons  and  (ii)  in  any  member  state  of  the  European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

In connection with the Offering, one of the Underwriters (the "Stabilising Manager") (or persons  acting  on  behalf  of  the  Stabilising  Manager)  may  over-allot  shares  or  effect transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final price of the shares is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading of the shares.

The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice.

All investment is subject to risk. The price of the securities offered may fluctuate. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.