Celyad SA
Underwriting Agreement
On September 11, 2019, Celyad SA (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, William Blair & Company, L.L.C. and Bryan, Garnier & Co. Limited, as representatives of the several underwriters named therein (the “Underwriters”), relating to a global offering (the “Offering”) comprised of (i) an offer of 1,717,391 ordinary shares (the “Ordinary Shares”) in the form of American Depositary Shares (the “ADSs”), each representing one Ordinary Share, of the Company at a public offering price of $10.00 per ADS in the United States, Canada and certain countries outside of Europe and (ii) an offer of 282,609 Ordinary Shares at an offering price of €9.08 per Ordinary Share in Europe and certain countries outside of the United States and Canada in a concurrent private placement. The net proceeds to the Company from the sale of ADSs and Ordinary Shares in the Offering, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $17.9 million (€16.3 million). The Offering is expected to close on September 16, 2019, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a30-day option to purchase up to 300,000 additional Ordinary Shares, which may be in the form of ADSs, on the same terms and conditions.
The Offering was made pursuant to the Company’s effective shelf registration statement on FormF-3, as amended (FileNo. 333-220285), declared effective on October 6, 2017, as supplemented by a prospectus supplement dated September 11, 2019, filed with the U.S. Securities and Exchange Commission (“SEC”) on September 12, 2019.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments that the Underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Form6-K and incorporated by reference herein. The legal opinion of CMS DeBacker SCRL relating to the Ordinary Shares (including those underlying the ADSs) is filed as Exhibit 5.1 to this Form6-K and incorporated by reference herein.
The information contained in this Form6-K under the heading “Underwriting Agreement” and including the exhibits hereto is hereby incorporated by reference into the Company’s Registration Statements on FormsF-3 (FileNo. 333-220285) andS-8 (FileNo. 333-220737).
