Xenon Pharmaceuticals Announces Exercise in Full of Option to Purchase Additional Shares and Closing of $34.5 Million Public Offering

BURNABY, British Columbia, Sept. 13, 2016 -- Xenon Pharmaceuticals Inc. (Nasdaq:XENE), a clinical-stage biopharmaceutical company, today announced that the underwriters of the previously announced public offering of its common shares have exercised in full their option to purchase an additional 600,000 common shares, consisting of 450,000 common shares from Xenon and 150,000 common shares from the selling securityholders named in the final prospectus supplement for the offering. The closing of the sale of all common shares occurred today. Gross proceeds from the offering of an aggregate of 3,450,000 common shares by Xenon and the offering of an aggregate of 1,150,000 common shares by the selling securityholders were approximately $25.9 million to Xenon and approximately $8.6 million to the selling securityholders, respectively, at a public offering price of $7.50 per share, before underwriting discounts and commissions and offering expenses. Xenon will not receive any proceeds from the sale of the common shares by the selling securityholders.

Jefferies LLC, Stifel and Guggenheim Securities, LLC acted as joint book-running managers for the offering.

A shelf registration statement relating to the common shares offered in the public offering described above was filed with the Securities and Exchange Commission (SEC) on December 7, 2015 and declared effective by the SEC on January 5, 2016. The offering was made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A final prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by email at [email protected], or by telephone at (877) 821-7388; from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at (415) 364-2720 or by email at [email protected]; or from Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9658, or by email at [email protected].

The common shares were qualified for distribution by way of a preliminary prospectus supplement and a final prospectus supplement to Xenon’s Canadian base shelf prospectus dated December 30, 2015 that was filed with the securities commissions in British Columbia, Alberta and Ontario. No securities were offered or sold, directly or indirectly, in Canada or to any resident of Canada.

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

For the purposes of this press release, all references to “$” are to the lawful currency of the United States.

Investor/Media Contact:
Jodi Regts
Senior Director, Corporate Affairs
Xenon Pharmaceuticals Inc.
Phone: 604.484.3353
Email: [email protected]