Genfit gets consent on amendment, buyback of Oceanes

By Taylor Fox

New York, Jan. 25 – Genfit announced that it received bondholder and shareholder approval to amend and repurchase its outstanding Oceanes, according to a news release.

Genfit held a shareholders extraordinary general meeting at 8:30 a.m. on Jan. 25 and a bondholders meeting at 11:30 a.m. on Jan. 25.

All resolutions at the meetings were adopted with 98.5% of shareholders (with a 23.36% quorum) and 100% of bondholders (with a 70.88% quorum) voting in favor of the proposals.

As previously reported, a meeting scheduled for Jan. 13 drew holders representing only 20.63% of the company’s shares, failing to meet the quorum required to deliberate. The required quorum for Monday’s meeting was 20%. All votes cast at the first meeting remained valid for the second meeting.

Genfit can now move forward with its partial buyback of 2,895,260 Oceanes that some bondholders have agreed to sell to the company.

Genfit will purchase €85,699,696, or 47.6%, of outstanding Oceanes for €47.48 million, equivalent to a price of €16.40 per €29.60 Oceane, including interest of €0.30.

Settlement of the buybacks is expected to occur by Jan. 29.

Genfit said it also extended the maturity of the remaining Oceanes to the end of 2025.

Background

As previously announced, based on its current position, the company does not expect it will be able to pay back the notes at par on the original maturity date.

As a result, the company aimed to reduce by more than 50% the nominal amount of its debt.

The company planned to allocate up to €50 million for a buyback at €16.40 euros per bond, a number that takes into account accrued and expected interest until January 2021. The plan was to repurchase a maximum of 3,048,780 Oceanes, representing an amount equivalent to 50.1% of the outstanding 2022 Oceanes.

The plan was contingent upon approval by shareholders of a new conversion ratio and approval by both shareholders and bondholders of some other amendments.

The company wanted to increase the conversion ratio to 1 to 5.5 from 1 to 1 in order to increase the likelihood of conversion of the notes, reinforcing the company’s equity.

Additionally, the company proposed pushing back the maturity of the notes until Oct. 16, 2025.

The company also sought a deferral of the early redemption period of the notes, shifting the date back to Nov. 3, 2023.

Genfit also proposed an amendment to the ratchet clause adjusting the conversion ratio in the event of a tender offer for Genfit shares, taking into account the maturity date extension. The adjustment would be calculated from the date of approval of the amended terms by noteholders.

The nominal value and redemption price will remain €29.60 per Oceane.

Genfit is a Lille, France, biopharmaceutical company developing therapeutic and diagnostic solutions in metabolic and inflammatory diseases, notably those affecting the liver or the gastrointestinal system.

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