Full Press Release Details
Kamada Announces $60 Million Private Placement
with FIMI Opportunity Funds
Funding to Support Kamada's Growth Plans
and Execution of Strategic Business Development Opportunities
REHOVOT, Israel, and Hoboken, NJ - May
24, 2023 -- Kamada Ltd. (NASDAQ: KMDA; TASE: KMDA.TA) ("Kamada" or the "Company"), a commercial stage global
biopharmaceutical company with a portfolio of marketed products indicated for rare and serious conditions and a leader in the specialty
plasma-derived field, today announced that it has entered into a share purchase agreement (the "Purchase Agreement") with
FIMI Opportunity Funds ("FIMI"), the leading private equity firm in Israel and a major shareholder of Kamada, to purchase
$60 million of its ordinary shares in a private placement (the "Private Placement").
Under the terms of the Purchase Agreement, Kamada
will issue an aggregate of approximately 12.6 million ordinary shares to FIMI at a price of $4.75 per share (which represents the average
closing price of the Company's shares on NASDAQ during the 20 trading days prior to the date of the Purchase Agreement). Upon the
closing of the transaction, FIMI is expected to beneficially own approximately 38% of Kamada's outstanding ordinary shares and will
become a controlling shareholder of the Company, within the meaning of the Israeli Companies Law, 1999.
Proceeds from the Private Placement are expected
to be used to support the Company's growth plans and execution of strategic business development opportunities.
"This $60 million private placement is indicative
of the confidence FIMI has in Kamada's significant growth potential," said Amir London, Kamada's Chief Executive Officer.
"This financing provides us with financial flexibility, allowing us to accelerate the growth of our existing business and pursue
compelling business development opportunities. We are grateful for the continued support shown by FIMI and look forward to the successful
close of this transaction, which, subject to satisfaction of the closing conditions, is expected during the second half of this year."
The Board of Directors of Kamada established a
special committee comprised of independent directors (within the meaning of the Nasdaq Listing Rules), who are not affiliated with FIMI,
to review, negotiate with FIMI, and finalize the terms of the Private Placement. The special committee received fairness opinions from
financial advisors regarding the terms of the Private Placement and retained its own legal counsel. Following the negotiation process
and its deliberations, the special committee recommended the approval of the Private Placement, following which in consideration of the
special committee's recommendation, Kamada's Audit Committee and Board of Directors approved the terms of the Private Placement.
The special committee of the Board of Directors
retained Stifel, Nicolaus & Company, Incorporated as its financial advisor. The special committee of the Board of Directors also retained
Prof. Aharon (Roni) Ofer as additional financial advisor and Erdinast, Ben Nathan, Toledano & Co. as its legal counsel. Naschitz,
Brandes, Amir & Co. served as legal advisors to FIMI. Kamada retained Raymond James & Associates, Inc. as its financial advisor,
and FISCHER (FBC & Co.) and Morrison & Foerster LLP served as its legal advisors.
The closing of the Private Placement is subject
to the satisfaction of certain closing conditions, including the receipt of shareholder and regulatory approvals. An extraordinary general
meeting of the shareholders of the Company to approve the Private Placement is expected to be held in August 2023, following the Company's
release of its financial results for the second quarter of 2023.
The securities offered under the Private Placement
have not been registered under the Securities Act of 1933, as amended. The Company has agreed to file a registration statement with the
U.S. Securities and Exchange Commission registering the resale of all the ordinary shares held by FIMI, per its request, at any time after
the lapse of six months following the closing of the Private Placement.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation, or sale of these securities
in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offering of the ordinary shares
under the resale registration statement will only be by means of a prospectus.
Kamada Ltd. (the "Company") is a commercial
stage global biopharmaceutical company with a portfolio of marketed products indicated for rare and serious conditions and a leader in
the specialty plasma-derived field, focused on diseases of limited treatment alternatives. The Company is also advancing an innovative
development pipeline targeting areas of significant unmet medical need. The Company's strategy is focused on driving profitable
growth from its significant commercial catalysts as well as its manufacturing and development expertise in the plasma-derived and biopharmaceutical
fields. The Company's commercial products portfolio includes six FDA approved plasma-derived biopharmaceutical products: CYTOGAM ,
KEDRAB , WINRHO SDF , VARIZIG , HEPAGAM B and GLASSIA , as well as KAMRAB , KAMRHO (D) and two types of
equine-based anti-snake venom (ASV) products. The Company distributes its commercial products portfolio directly, and through strategic
partners or third-party distributors in more than 30 countries, including the U.S., Canada, Israel, Russia, Argentina, Brazil, India,
Australia and other countries in Latin America, Europe, Middle East, and Asia. The Company leverages its expertise and presence in the
Israeli market to distribute, for use in Israel, more than 25 pharmaceutical products that are supplied by international manufacturers.
During recent years the Company added eleven biosimilar products to its Israeli distribution portfolio, which, subject to the European
Medicines Agency (EMA) and the Israeli Ministry of Health approvals, are expected to be launched in Israel through 2028. The Company owns
an FDA licensed plasma collection center in Beaumont, Texas, which currently specializes in the collection of hyper-immune plasma used
in the manufacture of KAMRHO (D). In addition to the Company's commercial operation, it invests in research and development of new
product candidates. The Company's leading investigational product is an inhaled AAT for the treatment of AAT deficiency, for which
it is continuing to progress the InnovAATe clinical trial, a randomized, double-blind, placebo-controlled, pivotal Phase 3 trial. FIMI
Opportunity Funds, the leading private equity firm in Israel, is the Company's lead shareholder, beneficially owning approximately
21% of the outstanding ordinary shares and is expected to beneficially own approximately 38% upon the closing of the Private Placement.
Cautionary Note Regarding Forward-Looking Statements
This release includes forward-looking statements
within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, including statements
regarding: (1) Kamada's ability to satisfy the closing conditions to the Private Placement, including the receipt of shareholder
approval and regulatory approvals; (2) anticipated completion of the Private Placement during the second half of 2023; (3) Mr. London's
statement about Kamada's significant growth potential; (4) the expected use of the proceeds from the Private Placement to support
the Company's growth plans and execution of strategic business development opportunities; (5) the financing providing the Company
with financial flexibility, allowing the Company to accelerate the growth of its existing business and pursue compelling business development
opportunities; and (6) the timing of the extraordinary general meeting of the shareholders of the Company to approve the Private Placement.
Forward-looking statements are based on Kamada's current knowledge and its present beliefs and expectations regarding possible future
events and are subject to risks, uncertainties and assumptions. Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of several factors including, but not limited to, success in receiving the
necessary shareholder and regulatory approvals for the Private Placement, timing of Kamada's release of its financial results for
the second quarter of 2023, overall stock market conditions and specifically Kamada's stock price, availability of sufficient raw
materials required to maintain manufacturing plans, continued utilization of Kamada's Israeli manufacturing site, continuation of
inbound and outbound international delivery routes, continued demand for the IgG product portfolio, FDA and international health authorities'
approval process, financial conditions of the Company's customers, suppliers and services providers, Kamada's ability to integrate
the new product portfolio into its current product portfolio, Kamada's ability to grow the revenues of its new product portfolio,
and leverage and expand its international distribution network, Kamada's ability to manage operating expenses, additional competition
in the markets that Kamada competes, regulatory delays, prevailing market conditions and the impact of general economic, industry or political
conditions in the U.S., Israel or otherwise, and other risks detailed in Kamada's filings with the U.S. Securities and Exchange
Commission (the "SEC") including those discussed in its most recent Annual Report on Form 20-F and in any subsequent reports
on Form 6-K, each of which is on file or furnished with the SEC and available at the SEC's website at www.sec.gov. The forward-looking
statements made herein speak only as of the date of this announcement and Kamada undertakes no obligation to update publicly such forward-looking
statements to reflect subsequent events or circumstances, except as otherwise required by law.
Chief Executive Officer
LifeSci Advisors, LLC