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Silence Therapeutics Announces Oversubscribed $120 Million Private Placement

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Silence Therapeutics plc (SLN) announced an oversubscribed private placement of 5,714,286 of the Company’s American Depositary Shares at a purchase price of US $21.00 per ADS, representing a premium of approximately 11% to Silence’s 30-day volume-weighted average price. The aggregate gross proceeds of the Private Placement are expected to be approximately US $120.0 million before deducting placement agent fees and other offering expenses. Investors in the Private Placement include 5AM Ventures, Frazier Life Sciences, Logos Capital, Nextech Invest Ltd, Redmile Group, TCGX, and Vivo Capital.
Positive
  • Oversubscribed private placement indicates high investor demand
  • Purchase price of US $21.00 per ADS represents a premium of approximately 11%
  • Aggregate gross proceeds of the Private Placement expected to be approximately US $120.0 million
  • Investors include reputable firms such as 5AM Ventures, Frazier Life Sciences, Logos Capital, Nextech Invest Ltd, Redmile Group, TCGX, and Vivo Capital
Negative
  • None.

The announcement of an oversubscribed private placement by Silence Therapeutics represents a significant capital infusion for the company. The placement's pricing at a premium to the 30-day volume-weighted average price indicates strong investor confidence in the company's prospects. This capital raise is expected to bolster the company's financial position, enabling further research and development in the field of precision-engineered medicines. Investors should note the participation of notable investment firms, which may suggest a positive outlook on the company's strategic direction and potential for future growth.

From a financial perspective, the gross proceeds of approximately $120 million will likely support the company's operational activities and could facilitate the acceleration of its pipeline development. The impact on the company's cash runway and the potential for extending its financial horizon are critical considerations for stakeholders, as these factors can influence both short-term liquidity and long-term strategic planning.

As a biotechnology entity, Silence Therapeutics' focus on silencing diseases through precision-engineered medicines is an area of high interest within the medical research community. The success of the private placement reflects not only financial confidence but also the anticipation of future scientific advancements. The additional funding may expedite the development of Silence's therapeutic candidates, which could have implications for the treatment of various diseases. The company's approach, which involves targeting RNA to inhibit the production of disease-causing proteins, is part of a broader trend in personalized medicine.

It is crucial for stakeholders to consider the competitive landscape and the regulatory hurdles that Silence may face. The company's ability to navigate clinical trials and secure approvals will be essential for the realization of its full potential. The involvement of investors specialized in life sciences, such as 5AM Ventures and Frazier Life Sciences, suggests that the company's scientific strategy and pipeline have been positively evaluated by industry experts.

The biotechnology sector is characterized by high volatility and significant investment risks, balanced by the potential for substantial rewards. The successful private placement by Silence Therapeutics can influence market perceptions, potentially increasing the company's visibility among investors. The premium pricing of the ADSs may set a precedent for future financing activities, not only for Silence but also for peer companies seeking capital.

Understanding the broader market trends in biotech financing is essential for stakeholders. An oversubscribed round indicates that despite potential market headwinds, there is a robust appetite for investment in innovative healthcare solutions. This event could signal a bullish sentiment towards the biotech sector, which may be of interest to investors monitoring industry-wide funding activities and market dynamics.

LONDON--(BUSINESS WIRE)-- Silence Therapeutics plc (Nasdaq: SLN) (“Silence” or the “Company”), an experienced and innovative biotechnology company committed to transforming people’s lives by silencing diseases through precision engineered medicines, today announced an oversubscribed private placement of 5,714,286 of the Company’s American Depositary Shares (“ADSs”)1 at a purchase price of US $21.00 per ADS, representing a premium of approximately 11% to Silence’s 30-day volume-weighted average price, with both new and existing institutional and accredited investors (the “Private Placement”). Silence anticipates that the aggregate gross proceeds of the Private Placement will be approximately US $120.0 million (approximately £94.6 million2) before deducting placement agent fees and other offering expenses.

Investors in the Private Placement include 5AM Ventures, Frazier Life Sciences, Logos Capital, Nextech Invest Ltd (on behalf of one or more funds managed by it), Redmile Group, TCGX and Vivo Capital. The offering is expected to close on or about February 7, 2024, subject to satisfaction of customary closing conditions.

“Silence has long been a leader in the discovery and development of siRNA therapeutics but is beginning to be recognized on a global scale,” said Craig Tooman, President and CEO at Silence. “Our mRNAi GOLD™ platform is demonstrating the ability to produce a pipeline of differentiated programs with the clinical profiles for zerlasiran (SLN360) in high lipoprotein(a) and divesiran (SLN124) in polycythemia vera (“PV”) now emerging. We look forward to presenting more clinical data from both programs over the coming quarters while continuing to advance our partnered portfolio.”

“The financing provided by this blue-chip syndicate of investors, both new and existing, with whom we’ve had longstanding relationships, allows us to advance our divesiran (SLN124) PV program through Phase 2 and into the next phase of development,” said Rhonda Hellums, Chief Financial Officer at Silence. “The extended cash runway also positions us well as we continue Phase 3 readiness activities for zerlasiran (SLN360), and progress partnering discussions for this program.”

Silence intends to use the net proceeds from the Private Placement for advancement of its ongoing clinical development for divesiran (SLN124) and continued progression of zerlasiran (SLN360) manufacturing and clinical activities as well as working capital and general corporate purposes.

Morgan Stanley and William Blair are acting as lead placement agents and Chardan and H.C. Wainwright & Co. are acting as co-placement agents to the Company in connection with the Private Placement.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and will be sold in a private placement pursuant to Section 4(a)(2) of the Securities Act. Accordingly, the Ordinary Shares and ADSs may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable state securities laws. Silence has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) registering the resale of the ADSs sold in the Private Placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

About Silence Therapeutics

Silence Therapeutics is developing a new generation of medicines by harnessing the body’s natural mechanism of RNA interference, or RNAi, to inhibit the expression of specific target genes thought to play a role in the pathology of diseases with significant unmet need. Silence’s proprietary mRNAi GOLD™ platform can be used to create siRNAs (short interfering RNAs) that precisely target and silence disease-associated genes in the liver, which represents a substantial opportunity. Silence’s wholly owned product candidates include zerlasiran, designed to address the high and prevalent unmet medical need in reducing cardiovascular risk in people born with high levels of lipoprotein(a), and divesiran, designed to address hematological diseases, including polycythemia vera. Silence also maintains ongoing research and development collaborations with AstraZeneca, Mallinckrodt Pharmaceuticals, and Hansoh Pharma, among others.

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements, including with respect to the anticipated closing of the Private Placement the satisfaction of customary closing conditions and the anticipated use of proceeds therefrom. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, such as market and other conditions, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

1 Each ADS represents three ordinary shares of 5 pence each in the capital of the Company

2 Based on an exchange rate of 1 US$ = .78792 GBP, as of February 2, 2024.

Silence Therapeutics plc

Gem Hopkins, Head of IR and Corporate Communications

Tel: +1 (646) 637-3208

ir@silence-therapeutics.com

Source: Silence Therapeutics plc

FAQ

How many American Depositary Shares were included in the private placement?

5,714,286 of the Company’s American Depositary Shares were included in the private placement.

What is the purchase price of the ADSs in the private placement?

The purchase price of the ADSs in the private placement is US $21.00 per ADS.

What is the premium percentage to Silence’s 30-day volume-weighted average price?

The premium percentage to Silence’s 30-day volume-weighted average price is approximately 11%.

What are the expected aggregate gross proceeds of the Private Placement?

The expected aggregate gross proceeds of the Private Placement are approximately US $120.0 million.

Which reputable firms are included as investors in the Private Placement?

Investors in the Private Placement include 5AM Ventures, Frazier Life Sciences, Logos Capital, Nextech Invest Ltd, Redmile Group, TCGX, and Vivo Capital.

Silence Therapeutics Plc American Depository Share

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About SLN

silence therapeutics develops a new generation of medicines by harnessing the body’s natural mechanism of rna interference, or rnai, within its cells. our proprietary technology can selectively inhibit any gene in the genome, specifically silencing the production of disease-causing proteins. using our enabling delivery systems, we have achieved an additional level of specificity by delivering our therapeutic rna molecules exclusively to target cells. silence’s proprietary rna chemistries and delivery systems are designed to improve the stability of our molecules and enhance effective delivery to target cells, providing a powerful modular technology well suited to tackle life-threatening diseases. for more information, visit us at www.silence-therapeutics.com