Ascendis Pharma A/S Announces Proposed Public Offering of ADSs

Rhea-AI Summary

Ascendis Pharma A/S (Nasdaq: ASND) has announced a proposed public offering of $300 million in American Depositary Shares (ADSs). Each ADS represents one ordinary share of Ascendis. The company plans to grant underwriters a 30-day option to purchase up to an additional $45 million of ADSs at the public offering price, less underwriting commissions.

The offering is subject to market conditions, with no assurance of completion or final terms. J.P. Morgan, Morgan Stanley, Evercore ISI, and Goldman Sachs & Co. are acting as joint book-running managers. A shelf registration statement has been filed with the SEC, and the offering will be made through a prospectus.

Positive

• Potential to raise up to $345 million in capital if the overallotment option is exercised
• Involvement of major financial institutions as joint book-running managers, potentially indicating strong market interest

Negative

• Potential dilution of existing shareholders' ownership
• Uncertainty regarding the completion and final terms of the offering
• Increased debt or financial obligations for the company

Financial Analyst

Ascendis Pharma's proposed $300 million public offering of ADSs signals a significant capital raise, potentially impacting the company's financial position and growth strategy. This move could dilute existing shareholders but also provide important funds for R&D or expansion. The additional $45 million option for underwriters adds flexibility. Involvement of major banks like J.P. Morgan and Morgan Stanley as joint book-running managers lends credibility to the offering. However, investors should note the cautionary language regarding the offering's completion, suggesting some uncertainty. The shelf registration with the SEC indicates the company's preparedness for this capital-raising activity. Overall, while this offering could strengthen Ascendis's financial position, it's important to consider the potential dilution and the company's plans for utilizing these funds.

Market Research Analyst

This public offering by Ascendis Pharma comes at an interesting time in the biotech market. With a target of $300 million, it's a substantial raise that could significantly bolster the company's cash reserves. The offering's success may depend on current investor sentiment towards biotech stocks and Ascendis's specific pipeline prospects. The inclusion of a 15% overallotment option ($45 million) suggests confidence in demand. However, the "subject to market conditions" clause indicates some caution. Investors should watch for the final pricing and demand levels as indicators of market perception. If successful, this offering could position Ascendis more competitively in the biotech space, potentially funding key clinical trials or strategic initiatives. The company's ability to attract high-profile underwriters is a positive sign, but the ultimate test will be in the market's response to the offering.

Legal Expert

From a legal perspective, Ascendis Pharma's public offering announcement is meticulously structured to comply with securities regulations. The automatic effectiveness of the shelf registration upon filing with the SEC is noteworthy, indicating the company's readiness for this capital-raising event. The clear disclaimer that the offering is made solely through the prospectus aligns with regulatory requirements, protecting both the company and potential investors. The provision of multiple channels to obtain the prospectus enhances transparency and accessibility. The cautionary statement regarding the offering's completion and terms serves as a legal safeguard against potential claims. Additionally, the explicit mention that this press release does not constitute an offer to sell or solicitation to buy securities in jurisdictions where it would be unlawful demonstrates careful legal consideration. This approach minimizes regulatory risks associated with cross-border securities offerings.

COPENHAGEN, Denmark, Sept. 18, 2024 (GLOBE NEWSWIRE) -- Ascendis Pharma A/S (Nasdaq: ASND) today announced that it has commenced an underwritten public offering of $300,000,000 of American Depositary Shares (“ADSs”), each of which represents one ordinary share of Ascendis. All of the ADSs are being offered by Ascendis. In addition, Ascendis expects to grant the underwriters a 30-day option to purchase up to an additional $45,000,000 of ADSs at the public offering price, less the underwriting commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the proposed offering.

J.P. Morgan, Morgan Stanley, Evercore ISI and Goldman Sachs & Co. LLC are acting as joint book-running managers for the proposed offering.

A shelf registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission (“SEC”) on September 18, 2024, and automatically became effective upon filing. This proposed offering is being made solely by means of a prospectus. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to this proposed offering, when available, may be obtained by contacting J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, or by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com..

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Ascendis Pharma A/S

Ascendis Pharma is applying its innovative TransCon technology platform to build a leading, fully integrated biopharma company focused on making a meaningful difference in patients’ lives. Guided by its core values of Patients, Science, and Passion, Ascendis uses its TransCon technologies to create new and potentially best-in-class therapies. Ascendis is headquartered in Copenhagen, Denmark and has additional facilities in Europe and the United States.

Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding Ascendis’ future operations, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Ascendis’ (i) expectations regarding the completion, timing and size of the public offering, (ii) expectations with respect to granting the underwriters a 30-day option to purchase additional ADSs, (iii) Ascendis’ ability to apply its TransCon technology platform to build a leading, fully integrated biopharma company, and (iv) expectations regarding its ability to utilize its TransCon technologies to create new and potentially best-in-class therapies. Ascendis may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Ascendis makes, including the following: risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering, dependence on third party manufacturers, distributors and service providers for Ascendis’ products and product candidates; unforeseen safety or efficacy results in Ascendis’ development programs or on-market products; unforeseen expenses related to commercialization of any approved Ascendis products; unforeseen expenses related to Ascendis’ development programs; unforeseen selling, general and administrative expenses, other research and development expenses and Ascendis’ business generally; delays in the development of its programs related to manufacturing, regulatory requirements, speed of patient recruitment or other unforeseen delays; Ascendis’ ability to obtain additional funding, if needed, to support its business activities; the impact of international economic, political, legal, compliance, social and business factors. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Ascendis’ business in general, see Ascendis’ Annual Report on Form 20-F filed with the SEC on February 7, 2024 and Ascendis’ other future reports filed with, or submitted to, the SEC. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments that Ascendis may enter into or make. Ascendis does not assume any obligation to update any forward-looking statements, except as required by law.

Ascendis, Ascendis Pharma and the Ascendis Pharma logo are trademarks owned by the Ascendis Pharma group. © September 2024 Ascendis Pharma A/S.

Investor contacts: Tim Lee  Ascendis Pharma (650) 374-6343  tle@ascendispharma.com ir@ascendispharma.com	Media contact: Melinda Baker Ascendis Pharma (650) 709-8875 media@ascendispharma.com
Patti Bank  ICR Westwicke (415) 513-1284  patti.bank@westwicke.com

Source: Ascendis Pharma A/S

FAQ

What is the size of Ascendis Pharma's (ASND) proposed public offering?

Ascendis Pharma (ASND) has announced a proposed public offering of $300 million in American Depositary Shares (ADSs), with an additional option for underwriters to purchase up to $45 million more.

When did Ascendis Pharma (ASND) file the shelf registration statement for this offering?

Ascendis Pharma (ASND) filed the shelf registration statement with the SEC on September 18, 2024, which became effective immediately upon filing.

Who are the joint book-running managers for Ascendis Pharma's (ASND) proposed ADS offering?

The joint book-running managers for Ascendis Pharma's (ASND) proposed ADS offering are J.P. Morgan, Morgan Stanley, Evercore ISI, and Goldman Sachs & Co.

What is the purpose of Ascendis Pharma's (ASND) public offering of ADSs?

While not explicitly stated in the press release, public offerings are typically conducted to raise capital for various corporate purposes such as research and development, debt repayment, or general corporate needs.