BioInvent implements a rights issue of approx. SEK 105 million
Not for release, or for publication or distribution, directly or indirectly in or into the United States, Australia, Hong Kong, Canada, Japan, New Zeeland or South Africa.
Lund, Sweden - 14 February 2012 - The Board of Directors of BioInvent International AB (publ) (OMXS: BINV) has resolved, subject to the approval by the General Meeting, to conduct a new share issue with preferential rights for the shareholders of the company. The purpose of the rights issue is to strengthen BioInvent's financial position and thereby enable the fulfillment of the company's commercial strategy. Ten existing shares in BioInvent entitle to subscription for one new share. The subscription price is SEK 15.60 per share, corresponding to total issue proceeds of a maximum of approx. SEK 104,8 million, before transaction costs. The subscription period will be from 16 March up to and including 30 March 2012. The Board of Directors has simultaneously resolved to convene an Extraordinary General Meeting to be held on 9 March 2012 for the approval of the rights issue. There are soft commitments, subscription undertakings and underwriting guarantees corresponding to 100 percent of the rights issue.
The interim report for 1 January 2012 - 31 March 2012 will, by reason of the rights issue, be postponed from 19 April 2012 to 2 May 2012.
Background and reasons
BioInvent has through a strong technical platform for antibody drugs in a short period of time developed an innovative portfolio of drug candidates in clinical phase. Currently, there are four drug candidates in clinical studies for the treatment of cancer, thrombosis and coronary disease. The company looks forward to reporting clinical data in three of these development projects during the second and third quarter of the present year, as Phase II data are expected from both BI-204 (acute coronary disease) and from TB-402 (thrombosis after hip joint surgery) and Phase I data from BI-505 (multiple myelom).
Accordingly, three important milestones are to be reported within the next six months. Each of these will be associated with strategic decisions where the choice of development partners and timing for the conclusion of agreements will be in focus.
The rights issue will strengthen BioInvent's financial position and thereby the company's position to fulfill its commercial strategy in upcoming partner negotiations. In addition to strengthening the strategic position in future business deals, the capital injection is intended to finance investments within the company's pharmaceutical program for a continued favorable development of existing projects.
By reason of the rights issue, the interim report for the first quarter will be postponed from 19 April 2012 to 2 May 2012 in order for the so-called black-out period ahead of the interim report not to coincide with the subscription period.
Terms of the right issue
The rights issue will increase the share capital of BioInvent by a maximum of SEK 3,360,262.50 through the issuance of not more than 6,720,525 new shares. The company's shareholders will have preferential rights to subscribe for the new shares in proportion to the number of shares previously held by them. The record date for participation in the rights issue is 14 March 2012. Those who are registered as shareholders in BioInvent on the record date may subscribe for one (1) new share for each ten (10) existing shares in BioInvent. In the event that all new shares are not subscribed for with preferential rights, such shares shall be allotted to shareholders and other investors who have subscribed for shares without subscription rights. The subscription period runs from 16 March 2012 up to and including 30 March 2012 or such later date as the Board of Directors may decide. The subscription price is SEK 15.60 per share, which means that the rights issue will raise BioInvent a total of up to SEK 104,8 million before transaction costs.
The rights issue is subject to the approval by the Extraordinary General Meeting to be held on 9 March 2012 at 10.30 CET at the company's premises in Lund. See separate press release with the notice of the Extraordinary General Meeting for further information.
Subscription undertakings and underwriting guarantees, etc.
There are underwriting guarantees, subscription undertakings and soft commitments corresponding to 100 percent of the rights issue. Of these, approx. 16 percent are subscription commitments and soft commitments by existing shareholders. For underwriting guarantees in excess of subscription of pro rata shares, a guarantee commission of five percent, or SEK approx. 4.4 million in total, is paid.
Indicative timetable for the rights issue
9 March 2012Â Â Â Â Â Â Â Â Â Â Â Â Â Â Extraordinary General Meeting
12 March 2012Â Â Â Â Â Â Â Â Â Â Â Â First day of trading in the shares excluding right to participate in the rights issue
14 March 2012Â Â Â Â Â Â Â Â Â Â Â Â Record date for participation in the rights issue, i.e. shareholders who are registered in the company's share register as of this day will receive subscription rights for participation in the rights issue.
14 March 2012Â Â Â Â Â Â Â Â Â Â Â Â Estimated publication of the prospectus
16 - 27 March 2012Â Â Â Â Trading in subscription rights
16 - 30 March 2012Â Â Â Â Subscription period
3 April 2012Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Press release regarding preliminary subscription take-up in the rights issue
Advisors
Mannheimer Swartling is legal advisor to BioInvent in connection with the right issue and Redeye has arranged the guarantee consortium.
About BioInvent
BioInvent International AB, listed on the NASDAQ OMX Stockholm (BINV), is a research-based
pharmaceutical company that focuses on developing antibody drugs. The Company currently has four clinical development projects within the areas of thrombosis, cancer and atherosclerosis. The Company has signed various strategic alliances to strengthen the product pipeline and increase the likelihood of success. These partners include Genentech, Human Genome Sciences, Roche and ThromboGenics.
The company's competitive position is underpinned by an in substance patented antibody development platform. The scope and strength of this platform is also utilised by partners, such as Bayer HealthCare, Daiichi Sankyo, Mitsubishi Tanabe, Servier, UCB and XOMA. More information is available at www.bioinvent.com.
For further information, please contact:
BioInvent International AB
Svein Mathisen                                                    Sten Westerberg
President & CEOÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Vice President, Investor Relations
Mobile: +46 (0)708-97 82 13Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Mobile: +46 (0)768-68 50 09
E-mail: [email protected]Â Â Â Â Â Â Â Â Â Â E-mail: [email protected]
BioInvent International AB (publ)
Co. reg. No. 556537-7263,
Address: Sölvegatan 41
Mailing address: SE-223 70 LUND
Tel: +46 (0)46 286 85 50
[email protected]
www.bioinvent.com
Legal disclaimer
Information disclosed in this press release is provided herein pursuant to the Swedish Securities Markets Act. The information was submitted for publication at 8.45 a.m. CET, on 14 February 2012.
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in BioInvent International AB. Any invitation to the persons concerned to subscribe for shares in BioInvent will only be made through the prospectus that BioInvent estimates to publish on or about 14 March 2012.
This press release may not be published or distributed, directly or indirectly in or into the United States, Australia, Hong Kong, Canada, Japan, New Zealand, South Africa or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares will be registered under the United States Securities Act of 1933 ("Securities Act") or securities legislation in any other state or other jurisdiction in the United States and may not be offered, subscribed, sold or transferred, directly or indirectly within the United States, other than pursuant to an exemption from the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.
This press release may contain forward-looking statements which reflect BioInvent's current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the real outcome could differ materially from the forward-looking statements.