THE ROAD TO IPO - BIO Deutschland · 2015-12-16 · - Analyst presentation - Analysts’ Research -...

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


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


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


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


HOW THE OFFER SHOULD BE STRUCTURED

RESEARCH


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 ?!?










Q4

Drafting

Drafting

Q3

Jul

Regulatory review

DocumentsFramework

Kick off meeting

Framework

.

Listing

AND WHEN REALITY HITS YOU


JUST A LITTLE TWEET MAKE STOCK PRICES TUMBLING

But that‘s not it...

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 RAN GE

PLAN SET – IPO IN 99 DAYS










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….


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


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


IT IS MORE AN ART THAN A SCIENCE – WITH VESTED INTER ESTS ON ALL SIDES NOT ALWAYS ALIGNED


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 ….


IT IS STILL BEFORE MIDNIGHT SOMEWHERE IN THE WORLD…

SIGNING CONTRACTS


EURONEXT AMSTERDAM!!!!


THE GREEN CARPET TREATMENT UND CURE NEXT TO HEINEKE N


STOP…

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


EURONEXT – 11TH NOVEMBER


IT IS ALL ABOUT THE CACTUS

WELCOME TO THE DESERT


WE WILL SURVIVE, GROW AND FLOURISH

WE ARE HERE


OUTSIDE

AND HERE AS WELL


INSIDE

THE TRADING FLOOR


HERE WE ARE


ABOVE THE TRADING FLOOR

THE GONG CEREMONY


COUNTDOWN

WE ARE PUBLIC!


COOLEST TICKER SYMBOL TO GET

CELEBRATING


WORLD‘S OLDEST STOCK EXCHANGE SINCE 1609

SPEECHES


OUR TROPHY


ABOUT CACTI


THE GIFT

CCO – OUR CAKE CUTTING OFFICER


IPO TEAM


PLACING FEET ON THE TRADING FLOOR


EVEN THE QUEEN PAID US A COURTESY VISIT


LOOKING INTO A FUTURE OF OPPORTUNITIES


TIME TO CELEBRATE


THE ROAD TO IPO - BIO Deutschland · 2015-12-16 · - Analyst presentation - Analysts’ Research -...

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Transcript of THE ROAD TO IPO - BIO Deutschland · 2015-12-16 · - Analyst presentation - Analysts’ Research -...