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pSivida Limited (NASDAQ:PSDV, ASX:PSD, Xetra:PSI), today announced that on June 29, 2007 it entered into definitive agreements to raise approximately US$18.0 million (A$21.3 million) in gross proceeds in a registered direct offering through the sale of its NASDAQ-traded ADSs (American Depositary Shares) and warrants to purchase ADSs, including US$6.5 million (A$7.7 million) to Pfizer Inc. Pfizer's investment is pursuant to the terms of the Collaborative Research and License Agreement, dated as of April 3, 2007.
The Company estimates that net proceeds from the offering will be approximately US$16.3 million (A$19.4 million), after deducting placement agent fees and estimated offering expenses. pSivida has entered into subscription agreements with primarily institutional investors pursuant to which it has agreed to sell a total of 14,402,000 units, for a purchase price of US$1.25 (A$1.48) per unit.
Each unit consists of (i) one ADS, representing ten ordinary shares, and (ii) one warrant to purchase 0.40 ADSs, with a warrant exercise price of US$1.65 (A$1.96) per ADS. Units will not be issued or certificated. The ADSs and warrants are immediately separable and will be issued separately. The warrants will be exercisable from the date of issuance through the fifth anniversary of the issuance. The closing of the transaction is scheduled to occur on or about July 5, 2007, subject to the satisfaction of customary closing conditions, except that the closing of the sale of units to Pfizer will occur on or about July 13, 2007. Cowen and Company, LLC, acted as lead placement agent and JMP Securities LLC acted as co-agent in this offering.
The ADSs and warrants were offered under pSivida's effective shelf registration statement previously filed with the Securities and Exchange Commission on March 6, 2007, which registration statement became effective on March 9, 2007. This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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 the registration or qualification under the securities laws of any such state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the final prospectus supplement together with the accompanying prospectus can be obtained at the SEC's website at http://www.sec.gov or from the offices of Cowen and Company, LLC c/o ADP, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department (631) 254-7106.
About pSivida Limited
pSivida is a global bio-nanotech company committed to the development of drug delivery products in the healthcare sector, initially in ophthalmology and oncology.
pSivida is committed to the development of drug delivery products in the healthcare sector, initially in ophthalmology and oncology. pSivida has developed the only two FDA approved sustained release back of the eye treatments for chronic eye disease, Vitrasert® and Retisert®. Both products are manufactured and sold by global ophthalmology company, Bausch & Lomb.
A next generation product, Medidur™ is licensed for ophthalmic applications to Pfizer Inc. Alimera Sciences has also licensed Medidur™ for the treatment of Diabetic Macular Edema, the leading cause of vision loss for Americans under the age of 65, which is presently in Phase III clinical trials.
pSivida owns the right to develop and commercialize a new biomaterial, nanostructured porous silicon (BioSilicon™), for multiple potential applications in healthcare with a core focus on drug delivery. The lead BioSilicon™ product is BrachySil™, a brachytherapy treatement in Phase II clinical trials, which is being developed for the treatment of inoperable pancreatic cancer.
pSivida's strategic partner is QinetiQ (QQ.), the former United Kingdom Government Defence Evaluation & Research Agency (DERA) and Europe's largest research and development organization.
pSivida is listed on NASDAQ (PSDV), Australian (PSD), and Frankfurt (PSI) stock exchanges and is a member of the NASDAQ Health Care Index (Nasdaq: IXHC) and the Merrill Lynch Nanotechnology Index.
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