Kamada (KMDA)

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Kamada Announces $60 Million Private Placement with FIMI Opportunity Funds

https://finance.yahoo.com/news/kamada-announces-60-million-private-110000685.html

Funding to Support Kamada’s Growth Plans and Execution of Strategic Business Development Opportunities

REHOVOT, Israel and HOBOKEN, N.J., May 24, 2023 (GLOBE NEWSWIRE) -- Kamada Ltd. (NASDAQ: KMDA; TASE: KMDA.TA) (“Kamada” or the “Company”), a commercial stage global biopharmaceutical company with a portfolio of marketed products indicated for rare and serious conditions and a leader in the specialty plasma-derived field, today announced that it has entered into a share purchase agreement (the “Purchase Agreement”) with FIMI Opportunity Funds (“FIMI”), the leading private equity firm in Israel and a major shareholder of Kamada, to purchase $60 million of its ordinary shares in a private placement (the “Private Placement”).

Under the terms of the Purchase Agreement, Kamada will issue an aggregate of approximately 12.6 million ordinary shares to FIMI at a price of $4.75 per share (which represents the average closing price of the Company’s shares on NASDAQ during the 20 trading days prior to the date of the Purchase Agreement). Upon the closing of the transaction, FIMI is expected to beneficially own approximately 38% of Kamada’s outstanding ordinary shares and will become a controlling shareholder of the Company, within the meaning of the Israeli Companies Law, 1999.

Proceeds from the Private Placement are expected to be used to support the Company’s growth plans and execution of strategic business development opportunities.

“This $60 million private placement is indicative of the confidence FIMI has in Kamada’s significant growth potential,” said Amir London, Kamada’s Chief Executive Officer. “This financing provides us with financial flexibility, allowing us to accelerate the growth of our existing business and pursue compelling business development opportunities. We are grateful for the continued support shown by FIMI and look forward to the successful close of this transaction, which, subject to satisfaction of the closing conditions, is expected during the second half of this year.”

The Board of Directors of Kamada established a special committee comprised of independent directors (within the meaning of the Nasdaq Listing Rules), who are not affiliated with FIMI, to review, negotiate with FIMI, and finalize the terms of the Private Placement. The special committee received fairness opinions from financial advisors regarding the terms of the Private Placement and retained its own legal counsel. Following the negotiation process and its deliberations, the special committee recommended the approval of the Private Placement, following which in consideration of the special committee’s recommendation, Kamada’s Audit Committee and Board of Directors approved the terms of the Private Placement.

The special committee of the Board of Directors retained Stifel, Nicolaus & Company, Incorporated as its financial advisor. The special committee of the Board of Directors also retained Prof. Aharon (Roni) Oferas additional financial advisor and Erdinast, Ben Nathan, Toledano & Co. as its legal counsel. Naschitz, Brandes, Amir & Co. served as legal advisors to FIMI. Kamada retained Raymond James & Associates, Inc. as its financial advisor, and FISCHER (FBC & Co.) and Morrison & Foerster LLP served as its legal advisors.

The closing of the Private Placement is subject to the satisfaction of certain closing conditions, including the receipt of shareholder and regulatory approvals. An extraordinary general meeting of the shareholders of the Company to approve the Private Placement is expected tobe held in August 2023, following the Company’s release of its financial results for the second quarter of 2023.

The securities offered under the Private Placement have not been registered under the Securities Act of 1933, as amended. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission registering the resale of all the ordinary shares held by FIMI, per its request, at any time after the lapse of six months following the closing of the Private Placement.

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 offer, solicitation, or sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offering of the ordinary shares under the resale registration statement will only be by means of a prospectus.