December 23rd 2024
CARMAT optimizes its financial structure by buying-back, for a symbolic sum of one euro, 2 million shares from Matra-Défense (Airbus group) which will be allocated to the repayment of its financial debt
Paris, December 23, 2024 – 7:00 am CET
CARMAT (FR0010907956, ALCAR), designer and developer of the world’s most advanced total artificial heart, aiming to provide a therapeutic alternative for people suffering from advanced biventricular heart failure (the “Company” or “CARMAT”), announced today that it has bought-back 2 million shares from Matra-Défense (Airbus group) (“Airbus”), for a symbolic sum of one euro, which will be used to repay the Company’s financial debt, via their use in the ongoing equitization of the first tranche of its loan contracted with the European Investment Bank (EIB).
Airbus to reduce its stake in CARMAT
A founder of CARMAT in 2008, alongside Professor Alain Carpentier, Airbus has since supported the Company, particularly from a technical point of view, throughout the research and development process, and then the industrialization of the Aeson® artificial heart.
As CARMAT is now well engaged in the commercialization of Aeson®, and Airbus has no expertise in medical devices, the two companies agreed for Airbus to reduce its stake in CARMAT, in which Airbus was still holding about 6.1%[1] of the shares.
In order to support CARMAT’s development through this transaction, Airbus has proposed to sell the vast majority of its CARMAT shares (i.e. 2 million out of a total of 2.67 million shares) to the Company for a symbolic sum of 1 euro, so that these shares could then be used as part of the ongoing equitization of the loan contracted with the European Investment Bank[2], and thus contribute directly to the Company’s debt reduction.
CARMAT buys back 2 million Airbus shares for a symbolic sum of 1 euro
On December 20, 2024, Airbus sold to CARMAT, by way of an off-market block sale, the full ownership of 2 million CARMAT shares, valued at €1.998 million[1], for a symbolic sum of one euro.
At the same time, Matra Défense resigned from CARMAT’s board of directors.
Shares bought-back by CARMAT to be used in the on-going equitization of the loan contracted with the EIB, thus enabling partial repayment of such loan
As a reminder, in order to reduce the repayment in cash, due under the loan contracted by CARMAT with the EIB, CARMAT and the EIB, on June 13, 2024, launched an equitization of the first tranche of this loan, consisting in its gradual conversion into CARMAT shares, via a management trust[1].
As part of this operation, the trustee regularly exercises share subscription warrants (the “Warrants”) issued to it free of charge by CARMAT, by way of offsetting receivables. The trustee then gradually sells on the market, the new shares issued as a result of these exercises, and the net proceeds of these sales are then transferred to the EIB in repayment of its loan.
The management trust agreement regulating this equitization, and the terms of the Warrants were amended on December 20, 2024, in order to allow CARMAT to deliver to the trustee either newly issued shares or existing shares.
In practice, CARMAT now intends to deliver in priority the existing shares bought-back from Airbus upon exercise of the Warrants, until these existing shares are exhausted.
The use of the shares bought-back from Airbus will therefore enable CARMAT to partially repay the loan contracted with the EIB as part of the on-going equitization, while significantly limiting the dilution associated to it.
Stéphane Piat, Chief Executive Officer of CARMAT, comments : “This friendly reduction in stake by AIRBUS, one of CARMAT’s founders and an industrial partner closely linked to our company’s identity, is an important and very natural step. It is indeed thanks to Airbus’ technological know-how that the Aeson® artificial heart imagined by Professor Alain Carpentier could turn into reality and gradually become a therapy that now saves the life of patients suffering from advanced heart failure. It is also thanks to Airbus group’s financial support that we have been able to go through pivotal periods of our project, and thus become an industrial and commercial company, now well set on a growth trajectory. Actually, the reduction in Airbus’ stake testifies to our ability to now “stand on our own two feet”, and to carry-on with the support of our other key shareholders, particularly LOHAS (Pierre Bastid) and Sante Holdings, who are very much involved in the strategic management of CARMAT.
I would like to reiterate my gratitude to Airbus group for its invaluable contribution to the creation and development of CARMAT over the last 20 years; and to thank them for enabling us, through the very favorable terms of the reduction of their stake in our capital, to repay part of our financial debt, while avoiding any cashout, and with no dilutive effect for our existing shareholders. All this fully reflects our long-standing relationship based on support, respect and trust.”
Marie-Pierre Merle-Beral, Director representing Airbus Group on CARMAT Board of Directors, comments : “Airbus is proud to have been able to contribute, through its know-how and financial support, to the CARMAT adventure since its inception, thus enabling the emergence of a world leader in artificial heart technologies. We wish CARMAT and its management team every success in addressing challenges ahead, and in bringing this innovation to patients worldwide.”