TESARO Announces Definitive Agreement for $155 Million Private Placement

WALTHAM, Mass., Feb. 25, 2016 (GLOBE NEWSWIRE) -- TESARO, Inc. (NASDAQ:TSRO), an oncology-focused biopharmaceutical company, today announced that it has entered into definitive agreements with institutional investors to sell 4.4 million shares of its common stock at $35.19 per share in a private placement, resulting in proceeds of $155 million. The offering price per share of $35.19 is based upon the volume weighted average price of TESARO’s common stock for the ten consecutive trading days ending February 22, 2016.

Existing investors affiliated with InterWest Partners, Kleiner Perkins Caufield and Byers and New Enterprise Associates, in addition to new investors the Australian Government Future Fund and the funds managed by the Ally Bridge Group participated in the offering. The offering was led by Kleiner Perkins and NEA, each of which made an investment of $50 million. The closing of the offering is subject to customary closing conditions, including the expiration or early termination of the waiting period under the Hart-Scott Rodino Act, and is expected to occur by the end of April 2016, but no earlier than March 18, 2016. Proceeds from the financing will primarily be used to support the development of TESARO’s product pipeline and for general corporate purposes. There were no placement agents used for this financing.

“We appreciate the continued support and confidence of InterWest, KPCB and NEA, each of which have been investors and represented on our board of directors for several years,” said Lonnie Moulder, CEO of TESARO. “We are also pleased to add Future Fund and Ally Bridge as new investors as we continue to execute on the launch of VARUBI® and advance both our comprehensive niraparib development program and our portfolio of immuno-oncology candidates.”

This offer and sale of the shares have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. The shares were offered only to accredited investors.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About InterWest Partners
InterWest Partners invests in some of the world’s most promising early stage healthcare and IT businesses. For over 35 years InterWest Partners has partnered with entrepreneurs to build winning companies. With more than 200 years of operating and investing experience, InterWest has raised $2.8 billion, completed 85 IPOs, and participated in over 80 upside acquisitions. Learn more at www.interwest.com.

About Kleiner Perkins Caufield & Byers (KPCB)
Kleiner Perkins Caufield & Byers (KPCB) partners with the brightest entrepreneurs to turn disruptive ideas into world-changing businesses. The firm has helped build pioneering companies like Amazon, Electronic Arts, Genentech, Google, Nest, Netscape, and Twitter. KPCB offers entrepreneurs years of operating experience, puts them at the center of a vast and influential network, and accelerates their success through expertise and support in recruiting, product design and delivery, business development, strategic partnerships, and brand building. KPCB invests in all stages from seed and incubation to growth companies and operates from offices in Menlo Park, San Francisco, Shanghai and Beijing. For more information, follow @kpcb or visit kpcb.com.

About New Enterprise Associates, Inc. (NEA)
New Enterprise Associates, Inc. (NEA) is a global venture capital firm focused on helping entrepreneurs build transformational businesses across multiple stages, sectors and geographies. With nearly $17 billion in cumulative committed capital since inception, NEA invests in technology and healthcare companies at all stages in a company’s lifecycle, from seed stage through IPO. The firm’s long track record of successful investing includes more than 200 portfolio company IPOs and more than 320 acquisitions. www.nea.com.

About Ally Bridge Group
Ally Bridge Group (“ABG”) is a global healthcare-focused investment group, founded and led by Mr. Frank Yu (formerly a Managing Director of Goldman Sachs and Och-Ziff Capital) with a global healthcare investment portfolio in China, the United States, and Europe and more than USD1 billion in assets under management. In 2015, ABG initiated, led and completed the US$3.3bn take-private of WuXi PharmaTech, a leading global life science service provider.

About Australian Government Future Fund
The Australian Government Future Fund is Australia’s Sovereign Wealth Fund and was established by the Future Fund Act 2006. The object of the fund is to strengthen the Australian Government's long term financial position by making provision for unfunded Commonwealth superannuation liabilities.

TESARO is an oncology-focused biopharmaceutical company devoted to providing transformative therapies to people bravely facing cancer. For more information, visit www.tesarobio.com.

To the extent that statements contained in this press release are not descriptions of historical facts regarding TESARO, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "expect," "anticipate," "estimate," "intend," and similar expressions (as well as other words or expressions referencing future events, conditions, or circumstances) are intended to identify forward-looking statements. Forward-looking statements in this release involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. These risks and uncertainties include the ability to satisfy the closing conditions in the private placement, the outcome of any Hart-Scott-Rodino antitrust filings made by our investors, the expected timing of the closing and the expected use of proceeds to support the ongoing clinical development program for niraparib and development of the company’s immuno-oncology product candidates. TESARO undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see TESARO's Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

TESARO Investor/Media Contact: Jennifer Davis Sr. Director, Corporate Development & Investor Relations +1.781.325.1116 or jdavis@tesarobio.com

Source:TESARO, Inc.