Agendia Announces Launch of Initial Public Offering (IPO) on NYSE Euronext in Amsterdam (1)

AMSTERDAM, June 6, 2011 /PRNewswire/ --

-- Agendia Publishes Prospectus and Sets Indicative IPO Price Range

-- Not for Release, Distribution or Publication in Whole or in Part, Directly or Indirectly, into or in The United States, Australia, Canada, or Japan

This announcement is not a prospectus but an advertisement and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Agendia except on the basis of information in the prospectus to be published by Agendia in due course in connection with the potential admission of such securities to trading and listing on NYSE Euronext in Amsterdam, the regulated market of Euronext Amsterdam N.V. (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company's registered office.

Agendia, a commercial-stage molecular diagnostics company with operations in the Netherlands and the United States, today announces details of its planned initial public offering (the "IPO" or "Offering") and contemplated admission to trading and listing on NYSE Euronext in Amsterdam. The Offering consists of up to 4,587,156 newly issued ordinary shares (the "Offer Shares") for an amount of up to EUR75 million, with an over-allotment option of up to 688,073 newly issued ordinary shares, representing up to 15% of the Offer Shares. The price range of the Offering is EUR16.35 to EUR19.15 per ordinary share. The market capitalisation will amount to approximately EUR225 million to EUR250 million without the over-allotment option being exercised. The free float will constitute up to approximately 33.3 percent after the Offering, without exercise of the over-allotment option. The IPO will consist of a public offering to institutional and retail investors in the Netherlands and an international offering to certain institutional investors.

Highlights relating to the IPO

-- Agendia aims to raise up to EUR75 million in the IPO, with the indicative price range set at EUR16.35 to EUR19.15 per share

-- IPO proceeds will mainly be used to expand the sales and marketing capabilities and activities of Agendia in the United States

-- Final offer price expected to be announced on 21 June 2011 with trading on NYSE Euronext in Amsterdam expected to begin on 21 June under the symbol "AGDX"

-- ABN AMRO and ING are acting as joint global coordinators and joint bookrunners

-- Major current (indirect) shareholders include Breedinvest, Gilde Healthcare, ING Corporate Investments, Van Herk, Stichting Fondsen NKI and founding management team members

-- ABN AMRO has agreed to submit an order at the commencement of the offer period to purchase Offer Shares for an amount of EUR5 million at the offer price

-- Agendia has operations in both the Netherlands and the US and currently employs approximately 100 staff (FTEs).

Commenting on today's announcement, Bernhard Sixt, Agendia President and Chief Executive Officer, said: "The initial public offering represents a significant step in the development of Agendia and underscores the value of our work so far, as well as our strong position and experience in the exciting field of cancer molecular diagnosis and treatment. With our marketed Symphony(TM) suite that comprises four breast cancer products today, including our lead FDA-cleared MammaPrint(R) test, and after achieving initial coverage and reimbursement from a number of US third-party payors, including CMS, we believe we have a solid foundation to expand our US sales and marketing efforts, and also more widely commercialise our tests internationally. We believe a public listing will provide us with flexibility to take advantage of the opportunities in the fast growing molecular diagnostics market, and assist us in advancing our pipeline of new tests. We look forward to improving the cancer diagnostics arena by providing substantial benefits to patients, physicians and payors with our product offering, whilst creating value for all of our stakeholders."

The Offering

The IPO consists of new ordinary shares in the capital of Agendia with a nominal value of EUR0.10 each, for an aggregate amount of up to EUR75 million, which may be increased by 15% for the purpose of covering over-allotments, if any, and short positions resulting from stabilisation transactions. No minimum number of shares in the offering has been set. The price range has been set at a minimum of EUR16.35 and a maximum of EUR19.15 per share.

The Offering consists of a public offering in the Netherlands to institutional and retail investors, and an international offering to certain institutional investors. The shares are being offered (i) in the United States, to "qualified institutional buyers" as defined in Rule 144A ("Rule 144A") under the US Securities Act of 1933, as amended ("US Securities Act"), pursuant to Rule 144A or another exemption from the registration requirements of the US Securities Act, and (ii) outside the United States, in accordance with Regulation S under the US Securities Act.

ABN AMRO and ING are acting as joint global coordinators and joint bookrunners (the "Joint Global Coordinators") for the IPO, with KBC Securities and Kempen & Co acting as co-lead managers.

Offering period and pricing

The offering period (the "Offering Period") will commence on June 6, 2011 at 9.00 CET and is expected to close on June 20, 2011 at 14.00 CET. Agendia, in consultation with the Joint Global Coordinators, reserves the right to close the Offering Period at an earlier or later date and time. Any early closure of the Offering Period will be announced by means of a press release. The Offering Period will in any event be open for at least six business days from the availability of the prospectus which has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM").

Agendia will determine the offer price (the "Offer Price") in common agreement with the Joint Global Coordinators on the basis of a book-building procedure. The final size of the Offering and the Offer Price will be determined as soon as practically possible after the end of the Offering Period on the allocation date, which is expected to take place on June 20, 2011. The final size of the Offering and the Offer Price will be set out in a pricing statement that will be deposited with the AFM and published in a press release on the first publishing day following its determination, which is expected to be on June 21, 2011 and which is expected to also be the first day of trading. The shares are expected to be admitted to trading and listing on NYSE Euronext in Amsterdam under the symbol "AGDX" as per June 21, 2011 on an 'if-and-when-issued' basis.

Use of proceeds

Agendia intends to use the net proceeds of the IPO primarily to expand sales and marketing capabilities and activities, particularly in the United States, but also to a lesser extent outside the United States, as well as to complete technical and clinical validation and initial commercialisation of ColoPrint(R), its new colon cancer recurrence test. Agendia plans to use the remainder of the net proceeds to continue its research and development efforts, to fund capital expenditures on expansion of its laboratory facilities and IT systems, and for working capital and other general corporate purposes.

Agendia's current product offering

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