THE ROAD TO IPO Curetis AG

Transcription

1 THE ROAD TO IPO 1

2 IPO 2.0? TO IPO OR NOT TO IPO? On the other hand... IPO madnessnever again!!! Use of Proceeds + Expand EU commercial team + Build US commercial org + Accelerate product development + Working capital + Manufacturing expansion + General corporate purposes 2

3 LISTING LOCATION WHERE TO LIST A MOLECULAR DIAGNOSTICS START-UP COMPANY? 3

4 SYNDICATE SELECTION WHAT TYPE(S) OF BANK(S) TO BUILD A SYNDICATE WITH? The pitch phase 2014/15 Bulge Bracket Banks JPM, Morgan Stanley, citi, Deutsche Bank, Barclays, UBS Middle Market & boutique Jeffreys, Piper Jaffray, Leerink, RW Baird, Needham, Stifel, Oppenheimer, Kempen Once the decision was made for Euronext Pick a hungry lead bank RBC Healthcare banking team in Europe newly built with just 1 IPO done and a new top tier UK analyst Pick a local / regional champion DeGroof Petercam had outperformed in Biocartis IPO (vs Kempen and KBC) A German small cap & growth focused boutique ICF (ex DZ Bank healthcare team) 4

5 AN IPO IS A TEAM PLAY... IN WHICH YOUR OWN TEAM IS THE MINORITY AND SPEND 4.3 MIO IN 3-4 MONTHS Kick-off meeting: 52 people The parties: Curetis Team Bank syndicate book runners, joint lead manager Lawyers - Issuer s counsel and underwriter s counsel Auditors IR advisors- European and US PR 5

6 PLAN SET IPO IN 99 DAYS Q3 Q4 - Due diligence / prospectus - Due diligence - Prospectus Months Jul Aug Drafting Sep Regulatory review Oct Nov Dec - Accounting - Historic financial prep - Comfort & engagement letters - Corporate - Corp. re-organization - Governance - Board and Committee appointments - Legal - Offer structure - Underwriting Agreement - Agreement among Managers - Stock lending agreement - Lock-up agreement - Legal opinions Framework Frame work Documents - Research - Analyst presentation - Analysts Research - Investor Education Drafting - Marketing - Pilot Fishing - Investor Education (Analysts) - Management Roadshow. - Pricing and settlement - Bookbuilding - Pricing - First day of conditional trading - Listing and settlement 6 Kick off meeting Listing

7 ONCE THE IPO STARTS... YOU WILL NOT HAVE ONE SINGLE QUIET MINUTE 7

8 IPO PROJECT WORK STREAMS Due diligence / Prospectus Due diligence First draft of prospectus submitted AFM ; 2nd AFM submission Prospectus to be finalized until XX Accounting Financials Audit PwC Half-year 2015 Review PwC Comfort letters and engagement letters to be finalized Corporate Corporate re-organization / re-domiciliation Governance framework Governance documents Board and Committee Appointments to be determined for prospectus submission Legal Offer structure, size and details Underwriting Agreement Agreement among managers, stock lending agreement and lock-up agreements Legal opinions 8

9 IPO PROJECT WORK STREAMS Research Analyst presentation Analysts research drafting First draft to be submitted Comments on draft of research to be provided Final research Announcement ITF and publication of research Investor education Marketing Pilot Fishing Brussels, Antwerp, Amsterdam, London, Paris, Zurich, Frankfurt, Boston, New York Investor education and feedback Management Roadshow and feedback Pricing and settlement Publishing of price range 21 October 2015 Bookbuilding 21 October until 03 November Pricing 03 Novemeber November 2015 first day of conditional trading Listing and settlement on 06 November

10 PROSPECTUS SPEED DRAFTING AND REVIEW IS KEY 350 pages long regulatory document Legal basis for setting expectations of investors and security on which they can claim Content risk analysis, industry section, business section, financials Several correction cycles between banks, legal counsels and Curetis Of particular popularity hand written comments which made us sometimes feel like archeologists dechipring secret cryptic messages Handing in 3 drafts into AFM (Dutch equivalent of German BaFin) First draft submitted by end of August prospectus Considering writing a PhD thesis in 4 weeks being fun? 10

11 AT THE SAME TIME LAWYERS AT WORK: CMS (3 TEAMS), MCDERMOTT WILL & EMORY, LINKLATERS, IP COUNSEL Hordes of lawyers going through our data room checking every single details concering: company formation, all financings, all contracts, all board meeting minutes and any material they could think of. Put on fixed, capped budgets It always takes longer It always costs more Stay flexible on add-on out of scope projects 11

12 ACCOUNTING & AUDIT BOARD AND BANKS REQUIRE ONE OF THE BIG FOUR Recent conversion from HGB to IFRS (H1-2015) Financials Audit PwC Half-year 2015 Review PwC Comfort letters Working capital and going concern Tax neutral re-domiciliation Saving the tax loss carryforwards 12

13 CORPORATE RE-ORGANIZATION AND REGULATORY DOCUMENTS Corporate re-organization / re-domiciliation Governance framework Governance documents Articles of Association Code of Conduct Policy on Insider Trading Whistleblower policy Supervisory and Management Board Rules Policy on Bilateral Contracts Etc. Board and Committee Appointments to be determined for prospectus submission 13

14 TRANSACTION HOW THE OFFER SHOULD BE STRUCTURED Offer structure, size (base deal and upsize option) and details 100% primary shares incl greenshoe Insider commitment Pre-commitment from Stratec Underwriting Agreement Balanced? Agreement among managers, stock lending agreement and lock-up agreements Legal opinions Bring down due diligence calls Cut-off dates and updates 14

15 RESEARCH PUTTING A PRICE TAG ON YOUR COMPANY BY QUALIFIED AND KNOWLEDGEABLE ANALYSTS Goal 3 research analyst teams of each bank syndicate publishing a 50 pages research report each Talking about Curetis, its products, markets, competitors, business outlook building a 10- year financial model Telling you what your business you built over the past 8 years is in their eyes esteemed worth Disagreeing up to a factor of two Somewhere between 130 and 250 million The process Analyst presentation Analysts research drafting First draft to be submitted Comments on draft of research Final research Announcement ITF and publication of research Investor education The challenge Current market volatility -US: since 09/15 all IPOs in our business have been priced below the bookbuilding range -Europe: 7 IPOs planned, but not a single made it to pricing -And... 15

16 REMEMBER THE PLAN IPO IN 99 DAYS?!? Q3 Q4 - Due diligence / prospectus - Due diligence - Prospectus Months Jul Aug Drafting Sep Regulatory review Oct Nov Dec - Accounting - Historic financial prep - Comfort & engagement letters - Corporate - Corp. re-organization - Governance - Board and Committee appointments - Legal - Offer structure - Underwriting Agreement - Agreement among Managers - Stock lending agreement - Lock-up agreement - Legal opinions Framework Frame work Documents - Research - Analyst presentation - Analysts Research - Investor Education Drafting - Marketing - Pilot Fishing - Investor Education (Analysts) - Management Roadshow. - Pricing and settlement - Bookbuilding - Pricing - First day of conditional trading - Listing and settlement 16 Kick off meeting Listing

17 AND WHEN REALITY HITS YOU JUST A LITTLE TWEET MAKE STOCK PRICES TUMBLING But that s not it... 17

18 VW DIESELGATE SCANDAL OCTOBER 2015 IT S ABOUT TRUST LAST 7 EU BIOTECH IPOS ALL PULLED AND 9 OUT OF 10 US BIOTECH IPOS PRICED WELL BELOW THE RANGE 18

19 CHANGED 106 PLAN SET IPO IN 99 DAYS Q3 Q4 - Due diligence / prospectus - Due diligence - Prospectus Months Jul Aug Drafting Sep Regulatory review Oct Nov Dec - Accounting - Historic financial prep - Comfort & engagement letters - Corporate - Corp. re-organization - Governance - Board and Committee appointments - Legal - Offer structure - Underwriting Agreement - Agreement among Managers - Stock lending agreement - Lock-up agreement - Legal opinions Framework Frame work Documents - Research - Analyst presentation - Analysts Research - Investor Education Drafting - Marketing - Pilot Fishing - Investor Education (Analysts) - Management Roadshow. - Pricing and settlement - Bookbuilding - Pricing - First day of conditional trading - Listing and settlement 19 Kick off meeting Listing

20 MARKETING PILOT FISHING Getting investors familiar with the story, team and technology Looking back a few years ago this have been only a handful true pilot fishing discussions Now pre pilot fishing in Q2 with 9 days in US and EU and > 40 one on one meetings followed by. Today an additional shadow road show: 10 full days 40 investors 10 cities in 7 countries Amsterdam Brussels - Antwerp Paris London - Frankfurt Zurich Boston New York 20

21 MARKETING MANAGEMENT ROADSHOW MET 57 INVESTORS OF WHICH 30 CAME INTO THE IPO Day 1 : Oxford London starting with order book of 16.15Mio Day 2: Rotterdam Amsterdam Day 3: Brussels Day 4: Paris Week end at home Day 5: Luxembourg Day 6: London Day 7 and 8: Frankfurt 27 of 42 investors still undecided Day 9: New York Boston Week end VC shuttle diplomacy Day 10: London anchor order 8 am on Day 11 Day 11: Zurich Pricing & Allocation 30 new insti shareholders Day 12: Listing Ceremony Amsterdam Planting the cactus 21

22 PRICING AND SETTLEMENT IT IS MORE AN ART THAN A SCIENCE WITH VESTED INTERESTS ON ALL SIDES NOT ALWAYS ALIGNED Publishing of price range (art vs science?) Bookbuilding (dynamics of a deal) Pricing (the book vs after market performance) First day of conditional trading Listing and settlement Greenshoe option Quiet period 22

23 CURETIS N.V. LISTING CEREMONY NOVEMBER 11,

24 THE NIGHT BEFORE. WE KNEW THE DEAL WAS DONE! 24

25 RESTAURANT VIJFF VLIEGHEN 25

26 STILL WORKING. IT IS STILL BEFORE MIDNIGHT SOMEWHERE IN THE WORLD 26

27 SIGNING CONTRACTS 27

28 EURONEXT AMSTERDAM!!!! THE GREEN CARPET TREATMENT UND CURE NEXT TO HEINEKEN 28

29 STOP 29

30 LAST SIGNATURE. BREAKFAST HOTEL: 11TH NOVEMBER 7:30H 30

31 EURONEXT 11TH NOVEMBER IT IS ALL ABOUT THE CACTUS 31

32 WELCOME TO THE DESERT WE WILL SURVIVE, GROW AND FLOURISH 32

33 WE ARE HERE OUTSIDE 33

34 AND HERE AS WELL INSIDE 34

35 THE TRADING FLOOR 35

36 HERE WE ARE ABOVE THE TRADING FLOOR 36

37 THE GONG CEREMONY COUNTDOWN 37

38 WE ARE PUBLIC! COOLEST TICKER SYMBOL TO GET 38

39 CELEBRATING WORLD S OLDEST STOCK EXCHANGE SINCE

40 SPEECHES 40

41 OUR TROPHY 41

42 ABOUT CACTI THE GIFT 42

43 43

44 CCO OUR CAKE CUTTING OFFICER 44

45 IPO TEAM 45

46 46

47 PLACING FEET ON THE TRADING FLOOR 47

48 EVEN THE QUEEN PAID US A COURTESY VISIT 48

49 LOOKING INTO A FUTURE OF OPPORTUNITIES 49

50 TIME TO CELEBRATE 50