Press Release September 18, 2013

Behind the Scenes: Goodwin Procter Helps BioAmber Break New Ground for How Technology IPOs are Structured

In 2011, BioAmber, a Montreal-based industrial biotechnology company that produces renewable chemicals, decided to raise capital by going public. Two years, 19 filing amendments and one novel IPO structure later, BioAmber is dual-listed on the New York Stock Exchange and NYSE Euronext in Paris and holds the distinction of being the first American issuer to use the NYSE’s streamlined Fast Path process for an initial public offering.

Here’s how a team of Goodwin attorneys helped their client succeed and how, together, they broke new ground for how technology IPOs can be structured and where they are listed.

A Challenging Market
BioAmber embarked on its IPO process in the summer of 2011. However, despite being ready to go to market in the spring of 2012, the company found that the once-hot U.S. market for clean technology IPOs had cooled and investor interest was scant. Thinking ahead, the Goodwin team advising BioAmber, led by partners Jocelyn Arel and Michael Minahan, recommended to the BioAmber board of directors that the company continue to update its registration statement on a quarterly basis and engage with its examiners at the Securities and Exchange Commission. Arel and her team reasoned that keeping the registration statement information current would allow the company to move quickly when market conditions improved. BioAmber agreed.

NYSE and Euronext Paris
In early 2013, BioAmber turned its attention to Europe and decided to gauge investor interest for a European public offering. The trip proved successful with strong investor interest.

As offering plans were made, Arel and Minahan worked closely with Credit Suisse, Barclays and Société Générale (joint book-running managers), Pacific Crest Securities (co-manager), the NYSE and NYSE Euronext in Paris, and French counsel. Together, they worked to structure the first ever dual-listing IPO on the New York Stock Exchange and NYSE Euronext for an American issuer, using the NYSE’s streamlined Fast Path process for an initial public offering.

Four weeks after re-starting the IPO process, BioAmber received signoff from the regulatory agencies in both the United States and France, and the company embarked on a month-long IPO road show. Marketing, however, proved more challenging than expected and BioAmber, Credit Suisse and Goodwin were forced to re-think their strategy once again.

Units in a Technology Company IPO
Potential investors in the United States and Europe continued to express interest in BioAmber but noted that an equity incentive might help get the deal over the finish line. Armed with that information and working with Credit Suisse, Arel and Minahan restructured the IPO two more times over a three-day period to find a solution that met the needs of potential investors and was acceptable to the SEC, NYSE and NYSE Euronext.

“I give a lot of credit to the sales force and bankers at Credit Suisse,” said Arel. “When faced with a challenging IPO, they looked at other options and were willing to consider novel structures. ”

On May 9, 2013, the registration statement was declared effective and BioAmber sold 8 million units (NYSE: BIOA.U) at a price of $10 per unit in its IPO, raising net proceeds of approximately $72 million. Each unit consisted of one share of common stock and one warrant to purchase half of one share of common stock at an exercise price of $11 per whole share of common stock. After 30 days, the units separated into common stock and warrants and were delisted. The common stock and warrants now trade separately on NYSE under the symbols “BIOA” and “BIOA.WS”, respectively. BioAmber common stock was also listed on the Professional Segment of the regulated market of NYSE Euronext in Paris under the symbol “BIOA.”

BioAmber was the first successful cleantech IPO in more than 18 months and many commentators believe its success was largely due to its unique structure, collectively developed by BioAmber, Goodwin Procter, Credit Suisse, and the NYSE in response to investor feedback during the roadshow.

Describing BioAmber, Arel said “[Their] dedication was contagious, and our team did everything in our power to make this IPO happen.”

Client Recognition
BioAmber rang the opening bell at the Paris Euronext on June 11, 2013 and at the New York Stock Exchange on July 31, 2013. See below for a photo and videos.

In addition to partners Arel and Minahan, the Goodwin deal team included a corporate associate. The corporate team received significant support from Duncan Greenhalgh and Chad Davis (IP), and Janet Andolina (tax).

BioAmber

(BioAmber at NYSE, July 31, 2013)

Click to watch a video of BioAmber at the NYSE.

Click to watch a video of BioAmber at the NYSE Euronext in Paris.