Celyad Oncology SA: Publication of a Transparency Notification Received From Fortress Investment Group LLC

Rhea-AI Summary

Celyad Oncology SA (Euronext: CYAD) received a notification of transparency indicating that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has crossed the statutory threshold of 55%, holding 29,358,654 voting rights, i.e. 58.37 % of Celyad Oncology’s voting rights.

Positive

• Fortress Investment Group LLC's acquisition of a majority stake in Celyad Oncology demonstrates confidence in the company's future prospects.
• The passive crossing of the 55% threshold due to receiving double voting rights on 6,500,000 shares indicates a significant increase in CFIP CLYD (UK) Limited's voting rights.

Negative

• None.

Insights

Financial Analyst

The acquisition of a significant voting stake by CFIP CLYD (UK) Limited in Celyad Oncology SA represents a substantial shift in shareholder structure, potentially influencing the company's strategic direction and governance. The crossing of the 55% threshold, particularly through the acquisition of double voting rights, indicates a strategic positioning by Fortress Investment Group LLC and its affiliates, reflecting a long-term commitment to the company.

The change in voting power concentration can affect the company's stock price as it may lead to changes in investor perceptions about the company's stability and potential for future maneuvers such as mergers, acquisitions, or business model shifts. Investors should monitor the actions of the new majority shareholder for hints at future strategic moves.

Legal Expert

The notification complies with the Transparency Law, which mandates disclosure when certain thresholds of shareholding in publicly traded companies are crossed. This transparency is crucial for maintaining fair market practices and allows investors to make informed decisions based on the disclosed ownership structure.

Understanding the full chain of control is essential for assessing any potential conflicts of interest or regulatory concerns that might arise from this concentration of voting power. The detailed disclosure provided by Celyad Oncology SA helps ensure that the market operates with a high degree of integrity and information symmetry.

Industry Analyst

This transaction may signal confidence in Celyad Oncology's prospects within the biotechnology sector, specifically in the field of oncology. The company's focus on developing cancer treatments could be a factor in attracting investment from a significant financial entity like Fortress Investment Group LLC.

Given the complex and long-term nature of biotech investments, especially in oncology where clinical trials and FDA approvals play a pivotal role, this increased investment could be seen as an endorsement of Celyad's potential to deliver value through its pipeline of therapies. However, such investments also carry substantial risk due to the inherent uncertainties of drug development.

(Article 14 §1 of the Law of 2 May 2007)

MONT-SAINT-GUIBERT, Belgium--(BUSINESS WIRE)-- Regulatory News:

Celyad Oncology SA (Euronext: CYAD) (“Celyad Oncology” or the “Company”) (Brussels:CYAD) (Paris:CYAD) (NASDAQ:CYAD) today announces, in accordance with Article 14 of the Belgian Law of 2 May 2007 regarding the publication of major shareholdings in issuers whose securities are admitted to trading on a regulated market (the “Transparency Law”), that it received a notification of transparency dated December 19, 2023, indicating that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has crossed the statutory threshold of 55%, holding 29,358,654 voting rights, i.e. 58.37 % of Celyad Oncology’s voting rights.

Content of the Notification:

• Reason of the Notification:
  Passive crossing of a threshold

• Notification by:
  A parent undertaking or a controlling person

• Persons subject to the notification requirement:
  Fortress Investment Group LLC - 1345 Avenue of the Americas, New York, NY 10105 United States
  CFIP CLYD (UK) Limited - 7 Clarges Street, 4th Floor, London W1J 8AE, United Kingdom

• Date on which the threshold is crossed:
  December 8, 2023

• Threshold that is crossed (in %):
  55

• Denominator:
  50,296,947

• Notified details:

A) Voting Rights	Previous notification	After the Transaction
	# of voting rights	# of voting rights		% of voting rights
Holders of voting rights		Linked to the securities	Not linked t the securities	Linked to the securities	Not linked to the securities
Fortress Investment Group LLC	0	0	0	0.00 %	0.00 %
CFIP CLYD (UK) Limited	22,858,654	29,358,654	0	58.37%	0.00 %
Subtotal	22,858,654	29,358,654		58.37%
	TOTAL	29,358,654	0	58.37%	0.00 %

B) Equivalent financial instruments	After the transaction
Holders of equivalent financial instruments	Type of financial instrument	Expiration date	Exercise period or date	# of voting rights that may be acquired if the instrument is exercised	% of voting rights	Settlement
	TOTAL			0	0.00%

TOTAL (A & B)	# of voting rights	% of votin rights
CALCULATE	29,358,654	58.37%

• Full chain of controlled undertakings through which the holdings is effectively held:
  • CFIP CLYD (UK) Limited (“CFIP UK”), a United Kingdom limited liability company and a wholly- owned subsidiary of CFIP, directly holds 22,858,654 Ordinary Shares.
  • CFIP CLYD LLC, a Delaware limited liability company (“CFIP”), is the parent of CFIP UK.
  • FIP II UB Investments LP, a Delaware limited partnership (“FIP II”), holds 50% of the membership interests in CFIP.
  • FIP Fund II GP LLC, a Delaware limited liability company (“FIP II GP”), is the general partner of FIP II.
  • Hybrid GP Holdings LLC, a Delaware limited liability company (“Hybrid GP”), is the parent of FIP II GP and indirectly controls the general partners of certain investment funds that hold membership interests in CFIP.
  • FIG LLC, a Delaware limited liability company (“FIG LLC”), indirectly controls the investment advisers to certain investment funds that hold membership interests in CFIP.
  • Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is (i) the sole owner of FIG LLC and (ii) the managing member of, and holds the majority of equity interest in, Hybrid GP.
  • FIG Corp., a Delaware corporation (“FIG Corp.”), is the general partner of FOE I.
  • Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), is the sole owner of FIG Corp and has no controlling shareholder.

• Additional information:

This transparency notification covers the passive crossing of the 55% threshold due to receiving double voting rights on 6,500,000 shares of CFIP CLYD (UK) Limited as of December 8, 2023. As a result, CFIP CLYD (UK) Limited currently holds 29,358,654 voting rights.

Miscellaneous

• The Press Release may be consulted on the website of Celyad Oncology:
  https://celyad.com/newsroom/

• The notification can be consulted on the website of Celyad Oncology:
  https://celyad.com/investors/regulated-information/

• Contact person(s): Any transparency notification must be sent to our Company by email to the attention of Michel Lussier, Chief Executive Officer (CEO) ad interim: investors@celyad.com

About Celyad Oncology
Celyad Oncology is a cutting-edge biotechnology company dedicated to pioneering the discovery and advancement of revolutionary technologies for chimeric antigen receptor (CAR) T-cells. Its primary objective is to unlock the potential of its proprietary technology platforms and intellectual property, enabling to be at the forefront of developing next-generation CAR T-cell therapies. By fully leveraging its innovative technology platforms, Celyad Oncology aims to maximize the transformative impact of its candidate CAR T-cell therapies and redefine the future of CAR T-cell treatments. Celyad Oncology is based in Mont-Saint-Guibert, Belgium. For more information, please visit www.celyad.com.

Forward-looking statements
This release may contain forward-looking statements, within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding beliefs about and expectations for the Company’s updated strategic business model, including associated potential benefits, transactions and partnerships, statements regarding the potential value of the Company’s IP, and statements regarding the transparency notification. The words “will,” “believe,” “potential,” “continue,” “target,” “project,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties and important factors which might cause actual events, results, financial condition, performance or achievements of Celyad Oncology to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks related to the material uncertainty about the Company’s ability to continue as a going concern; the Company’s ability to realize the expected benefits of its updated strategic business model; the Company’s ability to develop its IP assets and enter into partnerships with outside parties; the Company’s ability to enforce its patents and other IP rights; the possibility that the Company may infringe on the patents or IP rights of others and be required to defend against patent or other IP rights suits; the possibility that the Company may not successfully defend itself against claims of patent infringement or other IP rights suits, which could result in substantial claims for damages against the Company; the possibility that the Company may become involved in lawsuits to protect or enforce its patents, which could be expensive, time-consuming, and unsuccessful; the Company’s ability to protect its IP rights throughout the world; the potential for patents held by the Company to be found invalid or unenforceable; and other risks identified in Celyad Oncology’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in the latest Annual Report on Form 20-F filed with the SEC and subsequent filings and reports by Celyad Oncology. These forward-looking statements speak only as of the date of publication of this document and Celyad Oncology’s actual results may differ materially from those expressed or implied by these forward-looking statements. Celyad Oncology expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.

Source: Celyad Oncology SA

View source version on businesswire.com: https://www.businesswire.com/news/home/20231220584567/en/

Celyad Oncology:

Investor and Media:

David Georges

VP Finance and Administration

investors@celyad.com

Source: Celyad Oncology SA

FAQ

What is the name and ticker symbol of the company mentioned in the press release?

The company mentioned in the press release is Celyad Oncology SA, and its ticker symbols are Euronext: CYAD, Brussels:CYAD, Paris:CYAD, and NASDAQ:CYAD.

Who has crossed the statutory threshold of 55% in Celyad Oncology?

CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has crossed the statutory threshold of 55% in Celyad Oncology.

What percentage of voting rights does CFIP CLYD (UK) Limited now hold in Celyad Oncology?

CFIP CLYD (UK) Limited now holds 58.37% of Celyad Oncology’s voting rights.

What is the date on which the threshold is crossed?

The threshold of 55% was crossed on December 8, 2023.

Where can the full press release and notification be consulted?

The full press release can be consulted on the website of Celyad Oncology: https://celyad.com/newsroom/. The notification can be consulted on the website of Celyad Oncology: https://celyad.com/investors/regulated-information/.