The Board of Directors of BioInvent resolves on terms for right issue
This press release may not be published or distributed, directly or indirectly, in or into the United States, Canada, Hong Kong, Japan, South Africa, Australia or any other jurisdiction where such action is subject to legal restrictions.
The Board of Directors of BioInvent International AB (OMXS:BINV) (”BioInvent” or the ”Company”) has resolved on final terms in the rights issue that theBoard of Directors resolved upon on 20 March 2015, subject toapproval by the General Meeting.
Summary
- Shareholders in BioInvent have preferential right to subscribe for four (4) new shares for nine (9) existing shares, i.e. a subscription ratio of 4:9
- The subscription price is SEK 1.55 per share, which represents total rights issue proceeds of MSEK 77.7 before transaction costs
- The rights issue is secured up to MSEK 75 by subscription and guarantee undertakings
- The record date for participation in the rights issue is 24 April 2015
- Subscription will take place from 28 April 2015 until 13 May 2015 (dates inclusive)
- The issue proceeds will be used to strengthen BioInvent’s financial position and to ensure the Company’s capital requirements during the coming 12-18 months
Rights issue terms
On 23 March 2015, BioInvent announced the Board of Directors’ resolution on a rights issue. The Board of Directors has now resolved upon the subscription price and other final terms of the rights issue.
Each share in BioInvent held on the record date for participation in the rights issue on 24 April 2015 entitles to one (1) subscription right, and nine (9) subscription rights entitle to subscription for four (4) new shares. The subscription price has been set to SEK 1.55 per share. This corresponds to a discount of approximately 32 percent compared to the volume-weighted price paid for BioInvent’s share on Nasdaq Stockholm during thirty trading days prior to (and including) 16 April 2015. The subscription period will run from 28 April 2015 until 13 May 2015 (dates inclusive), with a right for the Board of Directors to extend the subscription period.
Up to 50,128,911 new shares will be issued in the rights issue, which at full subscription represents a share capital increase of SEK 4,010,312.88 to a total of SEK 13,033,516.88. The total rights issue proceeds will be SEK 77,699,812 before transaction costs if the rights issue is fully subscribed.
The total transaction costs are estimated to amount to MSEK 10.2. BioInvent carries the rights issue to strengthen the Company's financial position and ensure capital needs over the next 12-18 months. The capital will be used for the planned clinical phase I/II studies for the Company’s three projects in or close to clinical phase and for the production of drugs to these studies, as well as supportive preclinical work in order to optimize the value of the respective projects and also continued prioritization of research programs in the area of immune oncology.
The rights issue is subject to approval by the Annual General Meeting in BioInvent to be held on 22 April 2015 at 4.00 p.m. CET. The notice to the Annual General Meeting was published on 23 March 2015 and is available on BioInvent’s website, www.bioinvent.com.
Subscription and guarantee undertakings
Certain existing shareholders who together represent 8.9 percent of the shares in the Company, including Rhenman Healthcare Equity L/S, Mats Thorén and East Bay AB (Peter Thelin family office), have provided subscription undertakings in respect of the subscription rights allotted to them in the rights issue. In addition, the Company has entered into underwriting agreements with a number of current and external investors to the effect that the rights issue is secured up to MSEK 75.
Timetable for the rights issue
22 April Annual General Meeting
22 April Last day of trading inclusive subscription rights
23 April First day of trading exclusive subscription rights
24 April 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
24 April Estimated date for publication of the prospectus
28 April – 11 May Trading in subscription rights
28 April – 13 May Subscription period
Around 18 May Announcement of outcome of the rights issue
Financial and legal advisors
Asperia AB is acting as financial advisor, Avanza Bank AB is issuing agent and Mannheimer Swartling Advokatbyrå AB is legal advisor to BioInvent in connection with the rights issue.
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To the editors:
About BioInvent
BioInvent International AB is a research-based pharmaceutical company focused on discovery and development of innovative antibody-based drugs against cancer.
The company has unique expertise in antibody drug development from initial concept to late clinical phase. The screening tool F.I.R.S.T.TM and the antibody library n-CoDeR® are two patented tools that enable identification of relevant human antibodies and disease targets during the discovery phase. BioInvent has also considerable experience in and a facility for process development and production of antibodies for clinical studies. The scope and strength of this platform is also used to develop antibody-based drugs in collaboration with partners who finance the development of new drugs, and provide BioInvent with the right to milestone payments and royalties on sales. These partners include Bayer Pharma, Daiichi Sankyo, Mitsubishi Tanabe Pharma, Servier, and Xoma. More information is available at www.bioinvent.com.
For further information, please contact:
Michael Oredsson
President and CEO
+46 (0)46 286 85 67
+46 (0)707 16 89 30
[email protected]
BioInvent International AB (publ)
Co. reg. No. 556537-7263
Visiting address: Sölvegatan 41
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50
[email protected]
www.bioinvent.com
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. 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 24 April 2015.
This press release may not be published or distributed, directly or indirectly in or into the United States, Canada, Hong Kong, Japan, South Africa, Australia 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.
Information disclosed in this press release is provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 8.40 a.m. CET, on 17 April 2015.