NewAmsterdam Pharma Announces Closing of Upsized $479.0 Million Public Offering of Ordinary Shares and Pre-Funded Warrants, Including Full Exercise of the Underwriters’ Option to Purchase Additional Shares

Rhea-AI Summary

NewAmsterdam Pharma (NAMS) has successfully closed its upsized public offering, raising $479.0 million through the sale of securities. The offering included 14,667,347 ordinary shares at $24.50 per share and pre-funded warrants to purchase 4,882,653 ordinary shares at $24.4999 per warrant. The underwriters fully exercised their option to purchase an additional 2,550,000 ordinary shares.

After deducting underwriting discounts, commissions, and estimated offering expenses, the company received net proceeds of approximately $452.6 million. The offering was conducted through multiple joint book-running managers, including Jefferies, Goldman Sachs, Leerink Partners, TD Cowen, Guggenheim Securities, and William Blair.

Positive

• Successfully raised $479.0 million in gross proceeds
• Strong investor interest evidenced by full exercise of underwriters' option
• Net proceeds of $452.6 million strengthen company's cash position

Negative

• Potential dilution for existing shareholders due to issuance of new shares
• Significant underwriting and offering expenses of approximately $26.4 million

Insights

Financial Analyst

This successful $479.0 million public offering significantly strengthens NewAmsterdam Pharma's balance sheet. The upsized offering, which included full exercise of the underwriters' option, demonstrates strong institutional investor confidence in the company's non-statin cardiovascular drug development pipeline. The offering consisted of 14.67 million ordinary shares at $24.50 per share and 4.88 million pre-funded warrants, resulting in net proceeds of $452.6 million after expenses.

The substantial capital raise provides NewAmsterdam with significant runway to advance its late-stage clinical programs targeting the large cardiovascular disease market. The participation of major investment banks as joint book-runners and the full exercise of the greenshoe option indicates robust demand. The offering structure using both ordinary shares and pre-funded warrants provides flexibility for different investor preferences while minimizing immediate dilution.

Market Research Analyst

The successful completion of this large offering positions NewAmsterdam competitively in the non-statin cardiovascular therapeutics space. With a market cap around $2.3 billion, this $479 million raise represents a significant expansion of available capital. The 20.8% increase in share count through this offering is justified by the capital needs of late-stage clinical development and potential commercialization preparations.

The strong pricing at $24.50 per share and full exercise of the overallotment option reflects institutional investors' positive outlook on the company's potential to capture market share in the underserved high LDL-C patient population. The backing of six prominent investment banks adds credibility and suggests thorough due diligence of the company's prospects.

NAARDEN, The Netherlands and MIAMI, Dec. 13, 2024 (GLOBE NEWSWIRE) -- NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS; “NewAmsterdam” or the “Company”), a late-stage, clinical biopharmaceutical company developing oral, non-statin medicines for patients at risk of cardiovascular disease (“CVD”) with elevated low-density lipoprotein cholesterol (“LDL-C”), for whom existing therapies are not sufficiently effective or well-tolerated, today announced the closing of the previously announced underwritten public offering of (i) 14,667,347 of the Company’s ordinary shares, nominal value €0.12 per share (the “Ordinary Shares”), at a public offering price of $24.50 per share, which includes the exercise in full of the underwriters’ option to purchase an additional 2,550,000 Ordinary Shares, and (ii) to certain investors that so choose in lieu of Ordinary Shares, pre-funded warrants to purchase 4,882,653 Ordinary Shares at a public offering price of $24.4999 per pre-funded warrant, which represents the per share public offering price for the Ordinary Shares less the $0.0001 per share exercise price for each such pre-funded warrant (such offering, the “Offering”). All of the securities sold in the Offering were sold by the Company.

The net proceeds to the Company from the Offering, including the proceeds from the exercise by the underwriters of their option to purchase the additional shares, were approximately $452.6 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Jefferies, Goldman Sachs & Co., Leerink Partners, TD Cowen, Guggenheim Securities and William Blair acted as joint book-running managers for the Offering.

The Offering was made pursuant to a registration statement on Form S-3, including a base prospectus, that was initially declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2024 and a related registration statement that was filed with the SEC on December 11, 2024 pursuant to Rule 462(b) under the Securities Act of 1933 (and which became automatically effective upon filing). A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering were filed with the SEC and are available free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may also be obtained free of charge from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40^th Floor, Boston, MA 02109, or by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, or by telephone at (855) 495-9846, or by email at TD.ECM_Prospectus@tdsecurities.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by telephone at (800) 621-0687, or by email at prospectus@williamblair.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 registration or qualification under the securities laws of any such state or jurisdiction.

Van Lanschot Kempen N.V. acted as a financial adviser to the Company.

About NewAmsterdam

NewAmsterdam Pharma (Nasdaq: NAMS) is a late-stage biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where currently approved therapies have not been adequate or well-tolerated. We seek to fill a significant unmet need for a safe, well-tolerated and convenient LDL-lowering therapy. In multiple phase 3 studies, NewAmsterdam is investigating obicetrapib, an oral, low-dose and once-daily CETP inhibitor, alone or as a fixed-dose combination with ezetimibe, as LDL-C lowering therapies to be used as an adjunct to statin therapy for patients at risk of CVD with elevated LDL-C, for whom existing therapies are not sufficiently effective or well-tolerated.

Company Contact
Matthew Philippe
P: 1-917-882-7512
matthew.philippe@newamsterdampharma.com

Media Contact
Spectrum Science on behalf of NewAmsterdam
Jaryd Leady
P:1-856-803-7855
jleady@spectrumscience.com

Investor Contact
Precision AQ on behalf of NewAmsterdam
Austin Murtagh
P: 1-212-698-8696
austin.murtagh@precisionaq.com

FAQ

How much did NewAmsterdam Pharma (NAMS) raise in its December 2024 public offering?

NewAmsterdam Pharma raised $479.0 million in gross proceeds, with net proceeds of approximately $452.6 million after deducting underwriting discounts, commissions, and estimated offering expenses.

What was the price per share for NAMS's December 2024 public offering?

The public offering price was $24.50 per ordinary share, and $24.4999 for pre-funded warrants.

How many shares and warrants were sold in NAMS's December 2024 offering?

The offering included 14,667,347 ordinary shares and pre-funded warrants to purchase 4,882,653 ordinary shares, including 2,550,000 additional shares from the fully exercised underwriters' option.

Which investment banks managed NAMS's December 2024 public offering?

The joint book-running managers were Jefferies, Goldman Sachs & Co., Leerink Partners, TD Cowen, Guggenheim Securities, and William Blair.