The Board of Directors of BioInvent has resolved on a rights issue of approx. MSEK 75
This press release may not be published or distributed, directly or indirectly, in or into the United States, Canada, Hong Kong, Japan, South Africa, Australia or any other jurisdiction where such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 a rights issue with pre-emptive right for the shareholders, subject to approval by the Annual General Meeting on 22 April 2015. Notice to the Annual General Meeting is published in a separate press release.
Summary
- The Board of Directors of BioInvent has resolved to carry out a rights issue with pre-emptive right for the shareholders of approx. MSEK 75 before transaction costs
- The new share issue is subject to approval by the Annual General Meeting on 22 April 2015
- The final terms of the new share issues will be announced on 17 April 2015 at the latest
- The rights issue is secured by subscription undertakings and guarantee undertakings of up to approx. 100 percent of the issue, including subscription undertakings (in some cases in addition to pro-rata share) from reputable life science investors such as Rhenman Healthcare Equity L/S, Vixco Capital AB/Mats Thorén and East Bay AB (Peter Thelin family office). Also management and key personnel have provided subscription undertakings.
- The record date for entitlement to participate in the rights issue is 24 April 2015
- The subscription period in the rights issue runs from and including 28 April until and including 13 May 2015
- 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
Background and reasons
BioInvent’s goal is to contribute to the development of immuno-oncology drugs to improve the ability to treat different types of cancer. With one of the world’s largest antibody libraries, n-CoDeR®, and the unique development tool, F.I.R.S.T.™, BioInvent can identify optimal cellular targets and antibodies for the treatment of various types of tumours. This makes it possible to develop proprietary drug projects, but also to supply leading international pharmaceutical companies with effective tools for their drug development. Revenue from these customers as well as the recently established collaboration with Cancer Research UK, which contributes with so-called soft financing, their expertise and access to opinion leaders in the clinical development program for BI-1206, helps to finance development of the Company's proprietary projects, ensuring professionally conducted clinical programs and provides a risk-balanced business model.
The emphasis in BioInvent's project portfolio in 2015 will be moved from preclinical studies to clinical studies - a transformational step for a company of this type. BioInvent plan to start clinical phase I/II studies for three of its projects, all with a focus on diseases for which orphan drug designation can be obtained. BI-1206 will initially be evaluated in Non-Hodgkin's lymphoma, BI-505 in multiple myeloma with a focus on patients undergoing stem cell transplantation and TB-403 for the treatment of childhood cancer, with a focus on medulloblastoma and neuroblastoma.
BioInvent carries the rights issue of approximately MSEK 75 before issue expenses to strengthen the Company's financial position and ensure capital needs over the next 12-18 months. The capital will be used to the planned clinical phase I/II studies for the above three projects 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
The Board of Directors of BioInvent has resolved, subject to the Annual General Meeting’s approval, to carry out a new share issue with pre-emptive right for the Company’s existing shareholders of approx. MSEK 75 before transaction costs. If not all of the shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of shares subscribed for without the exercise of subscription rights up to the maximum amount of the share issue. In such case, priority will be given firstly to those who have also subscribed for shares by exercise of subscription rights, irrespective of whether they were shareholders at the record date or not, pro rata in relation to their subscription by exercise of subscription rights, secondly to others who have registered their interest to subscribe for shares without subscription rights, provided that they are “qualified investors” in accordance with the definition in Chapter 1, Section 1 of the Swedish Financial Instruments Trading Act, pro rata in relation to declared interest, and lastly to those who have provided guarantees for the subscription of shares, pro rata in relation to the guarantee provided.
The Board of Directors will no later than on 17 April 2015 resolve, and announce, on the maximum amount by which the share capital shall be increased, the maximum number of shares to be issued (and thus the number of existing shares that shall entitle to subscription for a certain number of new shares) and the subscription price per share. The record date for participation in the rights issue is 24 April 2015 and the subscription period runs as from 28 April 2015 up to and including 13 May 2015, with a right for the Board of Directors to extend the subscription period. Trading in subscription rights is expected to take place as from 28 April 2015 up to and including 11 May 2015.
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 up to a maximum of approx. 100 percent of the rights issue is secured through subscription and guarantee undertakings.
Indicative timetable for the rights issue
17 April | Estimated date for announcement of the final issue terms |
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 |
Annual General Meeting
Notice to the Annual General Meeting to be held on Wednesday 22 April 2015 at 4 p.m. at Elite Hotel Ideon in Lund will be published in a separate press release.
Financial and legal advisors
Asperia AB is acting as financial advisor, Avanza is issuing agent and Mannheimer Swartling Advokatbyrå AB as 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 8.30 a.m. CET, on 23 March 2015.