Post on 20-May-2020
THE ROAD TO IPO
© 2015 Curetis AG1
IPO 2.0 ?
© 2015 Curetis AG2
TO IPO OR NOT TO IPO?
IPO madness-never again!!!On the other
hand...
Use of Proceeds+ Expand EU commercial team+ Build US commercial org+ Accelerate product development+ Working capital+ Manufacturing expansion+ General corporate purposes
LISTING LOCATION
© 2015 Curetis AG3
WHERE TO LIST A MOLECULAR DIAGNOSTICS START-UP COMP ANY?
SYNDICATE SELECTION
© 2015 Curetis AG4
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)
WHAT TYPE(S) OF BANK(S) TO BUILD A SYNDICATE WITH ?
AN IPO IS A TEAM PLAY...
© 2015 Curetis AG5
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
PLAN SET – IPO IN 99 DAYS
© 2015 Curetis AG6
DecNovOctAug SepMonths- Due diligence / prospectus- Due diligence- Prospectus
- 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
- Research- Analyst presentation- Analysts’ Research- Investor Education
- Marketing- Pilot Fishing- Investor Education (Analysts)- Management Roadshow
- Pricing and settlement- Bookbuilding- Pricing - First day of conditional trading- Listing and settlement
Q4
Drafting
Drafting
Q3
Jul
Regulatory review
DocumentsFramework
Kick off meeting
Framework
.
Listing
ONCE THE IPO STARTS...
© 2015 Curetis AG7
YOU WILL NOT HAVE ONE SINGLE QUIET MINUTE
IPO PROJECT –WORK STREAMS
© 2015 Curetis AG8
Due diligence / Prospectus
− Due diligence − First draft of prospectus submitted AFM ; 2nd AFM submission − Prospectus to be finalized until XX
Accounting
− Financials 2012-2014 – 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
IPO PROJECT –WORK STREAMS
© 2015 Curetis AG9
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 2015 − 04 November 2015 first day of conditional trading − Listing and settlement on 06 November 2015
PROSPECTUS
• 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
© 2015 Curetis AG10
SPEED DRAFTING AND REVIEW IS KEY
prospectus
Considering writinga PhD thesis in 4 weeks being fun?
AT THE SAME TIME
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
© 2015 Curetis AG11
LAWYERS AT WORK: CMS (3 TEAMS), MCDERMOTT WILL & EM ORY, LINKLATERS, IP COUNSEL…
Recent conversion from HGB to IFRS (H1-2015)
• Financials 2012-2014 – Audit PwC • Half-year 2015 – Review PwC • Comfort letters• Working capital and going concern• Tax neutral re-domiciliation• Saving the tax loss carryforwards
ACCOUNTING & AUDIT
© 2015 Curetis AG12
BOARD AND BANKS REQUIRE ONE OF THE BIG FOUR
CORPORATE
• 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 prospectussubmission
© 2015 Curetis AG13
RE-ORGANIZATION AND REGULATORY DOCUMENTS
TRANSACTION
− 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
© 2015 Curetis AG14
HOW THE OFFER SHOULD BE STRUCTURED
RESEARCH
© 2015 Curetis AG15
PUTTING A PRICE TAG ON YOUR COMPANY… BY QUALIFIED AN D 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
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...
The challenge
REMEMBER THE PLAN – IPO IN 99 DAYS ?!?
© 2015 Curetis AG16
DecNovOctAug SepMonths- Due diligence / prospectus- Due diligence- Prospectus
- 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
- Research- Analyst presentation- Analysts’ Research- Investor Education
- Marketing- Pilot Fishing- Investor Education (Analysts)- Management Roadshow
- Pricing and settlement- Bookbuilding- Pricing - First day of conditional trading- Listing and settlement
Q4
Drafting
Drafting
Q3
Jul
Regulatory review
DocumentsFramework
Kick off meeting
Framework
.
Listing
AND WHEN REALITY HITS YOU
© 2015 Curetis AG17
JUST A LITTLE TWEET MAKE STOCK PRICES TUMBLING
But that‘s not it...
VW DIESELGATE SCANDAL – OCTOBER 2015
© 2015 Curetis AG18
IT‘S ABOUT TRUST… LAST 7 EU BIOTECH IPOS ALL PULLED AND 9 OUT OF 10 US BIOTECH IPOS PRICED WELL BELOW THE RAN GE
PLAN SET – IPO IN 99 DAYS
© 2015 Curetis AG19
DecNovOctAug SepMonths- Due diligence / prospectus- Due diligence- Prospectus
- 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
- Research- Analyst presentation- Analysts’ Research- Investor Education
- Marketing- Pilot Fishing- Investor Education (Analysts)- Management Roadshow
- Pricing and settlement- Bookbuilding- Pricing - First day of conditional trading- Listing and settlement
Q4
Drafting
Drafting
Q3
Jul
Regulatory review
DocumentsFramework
Kick off meeting
Framework
.
Listing
106CHANGED
MARKETING
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….
© 2015 Curetis AG20
PILOT FISHING
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
MARKETING
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
© 2015 Curetis AG21
MANAGEMENT ROADSHOW – MET 57 INVESTORS OF WHICH 30 C AME INTO THE IPO
Planting the cactus
PRICING AND SETTLEMENT
− 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
© 2015 Curetis AG22
IT IS MORE AN ART THAN A SCIENCE – WITH VESTED INTER ESTS ON ALL SIDES NOT ALWAYS ALIGNED
© 2015 Curetis AG23
LISTING CEREMONY – NOVEMBER 11, 2015CURETIS N.V.
THE NIGHT BEFORE….
© 2015 Curetis AG 24
WE KNEW THE DEAL WAS DONE !
RESTAURANT VIJFF VLIEGHEN
© 2015 Curetis AG 25
STILL WORKING ….
© 2015 Curetis AG26
IT IS STILL BEFORE MIDNIGHT SOMEWHERE IN THE WORLD…
SIGNING CONTRACTS
© 2015 Curetis AG27
EURONEXT AMSTERDAM!!!!
© 2015 Curetis AG28
THE GREEN CARPET TREATMENT UND CURE NEXT TO HEINEKE N
© 2015 Curetis AG29
STOP…
LAST SIGNATURE …. BREAKFAST HOTEL: 11TH NOVEMBER – 7:30H
© 2015 Curetis AG30
EURONEXT – 11TH NOVEMBER
© 2015 Curetis AG31
IT IS ALL ABOUT THE CACTUS
WELCOME TO THE DESERT
© 2015 Curetis AG32
WE WILL SURVIVE, GROW AND FLOURISH
WE ARE HERE
© 2015 Curetis AG33
OUTSIDE
AND HERE AS WELL
© 2015 Curetis AG34
INSIDE
THE TRADING FLOOR
© 2015 Curetis AG35
HERE WE ARE
© 2015 Curetis AG36
ABOVE THE TRADING FLOOR
THE GONG CEREMONY
© 2015 Curetis AG37
COUNTDOWN
WE ARE PUBLIC!
© 2015 Curetis AG38
COOLEST TICKER SYMBOL TO GET
CELEBRATING
© 2015 Curetis AG39
WORLD‘S OLDEST STOCK EXCHANGE SINCE 1609
SPEECHES
© 2015 Curetis AG40
OUR TROPHY
© 2015 Curetis AG41
ABOUT CACTI
© 2015 Curetis AG42
THE GIFT
© 2015 Curetis AG43
CCO – OUR CAKE CUTTING OFFICER
© 2015 Curetis AG44
IPO TEAM
© 2015 Curetis AG45
© 2015 Curetis AG46
PLACING FEET ON THE TRADING FLOOR
© 2015 Curetis AG47
EVEN THE QUEEN PAID US A COURTESY VISIT
© 2015 Curetis AG48
LOOKING INTO A FUTURE OF OPPORTUNITIES
© 2015 Curetis AG49
TIME TO CELEBRATE
© 2015 Curetis AG50