Paris, France, March 09, 2021 – Pixium Vision (Euronext Growth Paris - FR0011950641) announces that the business combination with Second Sight Medical Products, Inc. (« Second Sight ») (Nasdaq: EYES) continues under the terms announced to the market on January 6, 2021.
The company is working with Second Sight to satisfy the closing conditions to the combination, which is currently anticipated to be completed during the second quarter of 2021.
In addition, the President of the Paris Commercial Court has appointed, by order dated January 18, 2021, Mr. Olivier Péronnet and Mr. Gilles de Courcel as contribution appraiser, whose conclusions will be made available to the Pixium Vision’s shareholders.
As a reminder, the completion of the transaction is notably subject to the following conditions precedent:
- Closing of the $25 million financing to be raised
- Approval of the transaction by each of Pixium Vision and Second Sight shareholders
- Clearance from the French Minister for the Economy under the foreign direct investment screening mechanism
All documentation relating to the transaction is available on the company’s website (www.pixium-vision.com). Second Sight’s financial communication is also available on its website (http://investors.secondsight.com/press-releases).
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Pixium Vision also announces that it has issued a new tranche of Warrants for a nominal amount of 1.0 million euros corresponding to 100 Warrants, at the request of European Select Growth Opportunities Fund (“ESGO”), a US-based investor specialized in the healthcare sector, to exercise 100 Notes for Issuance out of the remaining 500 Notes for Issuance.
This announcement is made in accordance with the terms of the agreement with ESGO relating to a financing for a maximum nominal amount of 10,000,000 euros over a period of 30 months announced on November 6, 20191. In the context of this agreement, the Company issued, on February 18, 20202, 875 Notes for Issuance of a maximum number of 875 Warrants representing a maximum nominal amount of 8,750,000 euros in the event of exercise of all the Notes for Issuance. Four tranches with a nominal value of 1,250,000 euros were issued respectively in November 2019, February 2020, May 2020 and January 2021. After drawing down the new tranche of 1.0 million euros, the number of outstanding Notes for Issuance is 400, allowing for the issuance of a maximum number of 400 Warrants representing a maximum nominal amount of 4,000,000 euros in the event of exercise of all of the Notes for Issuance3.
Non-Solicitation
This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Additional Information and Where to Find it
This communication may be deemed to be solicitation material in respect of the proposed transaction between Pixium Vision and Second Sight. Second Sight intends to file with the SEC preliminary and definitive proxy statements in connection with the proposed business combination and other matters and will mail a definitive proxy statement to its shareholders as of the record date established for voting on the proposed business combination. SECOND SIGHT’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, ONCE AVAILABLE, THE PRELIMINARY PROXY STATEMENT AND ANY AMENDMENTS THERETO AND, ONCE AVAILABLE, THE DEFINITIVE PROXY STATEMENT, IN CONNECTION WITH SECOND SIGHT’S SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS, THE PROPOSED BUSINESS COMBINATION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SECOND SIGHT, PIXIUM VISION AND THE PROPOSED BUSINESS COMBINATION. Second Sight’s shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC by Second Sight, without charge, at the SEC’s website located at www.sec.gov.
Participants in the Solicitation
Pixium Vision, Second Sight and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Second Sight common stock in respect of the proposed transaction described herein. Information about Pixium’s and Second Sight’s directors and executive officers and the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
Disclaimer
This press release, implicitly or expressly, contains certain forward-looking statements concerning Pixium Vision and its business. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, financial conditions, performance or achievements of Pixium Vision to be materially different from the results, financial conditions, performance or achievements expressed or implied by such forward-looking statements. Pixium Vision issues this press release as at this date and does not undertake to update any forward-looking statements contained herein, whether in response to new information, future events or otherwise. For a description of the risks and uncertainties that could cause the actual results, financial conditions, performance or achievements of Pixium Vision to differ from those contained in the forward-looking statements, please refer to section 3 “Risk Factors” of the Company’s reference document, which was filed with the Autorité des Marchés Financiers under number D.20-0350 on 24 April 2020, and which can be viewed on the websites of the Autorité des Marchés Financiers - “AMF” (www.amf-france.org) and Pixium Vision (www.pixium-vision.com).
About Pixium Vision
Pixium Vision is creating a world of bionic vision for those who have lost their sight, enabling them to regain visual perception and greater autonomy. Pixium Vision’s bionic vision systems are associated with a surgical intervention and a rehabilitation period. Prima System sub-retinal miniature photovoltaic wireless implant is in clinical testing for patients who have lost their sight due to outer retinal degeneration, initially for atrophic dry age-related macular degeneration (dry AMD). Pixium Vision collaborates closely with academic and research partners, including some of the most prestigious vision research institutions in the world, such as: Stanford University in California, Institut de la Vision in Paris, Moorfields Eye Hospital in London, Institute of Ocular Microsurgery (IMO) in Barcelona, University hospital in Bonn, and UPMC in Pittsburgh, PA. The company is EN ISO 13485 certified and qualifies as “Entreprise Innovante” by Bpifrance.
For more information: http://www.pixium-vision.com/fr
Follow us on @PixiumVision; www.facebook.com/pixiumvision
www.linkedin.com/company/pixium-vision
Contacts
| Pixium Vision Guillaume Renondin Chief Financial Officer investors@pixium-vision.com +33 1 76 21 47 68 | Media Relations LifeSci Advisors Sophie Baumont sophie@lifesciadvisors.com +33 6 27 74 74 49 | Investor Relations LifeSci Advisors Guillaume van Renterghem gvanrenterghem@lifesciadvisors.com +41 76 735 01 31 |
1 Press release dated November 6, 2020
2 Press release dated February 19, 2020
3 In accordance with the terms of the agreements, ESGO had the option to subscribe, at its sole discretion and subject to compliance with certain conditions, for several tranches of Warrants representing, after the drawdown of this tranche, a maximum outstanding amount of 3 millions euros (see press releases of November 6, 2019 and June 12, 2020)
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