BioInvent implements a rights issue of approx. SEK 22 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 – 19 June 2013 – BioInvent International AB (OMXS: BINV)
The Board of Directors of BioInvent has resolved, by virtue of the authorisation from the Annual General Meeting, to conduct a rights issue of approximately SEK 22 million with pre-emptive right for the shareholders of the company. The purpose of the rights issue is to strengthen the company’s financial position and to increase the commercial flexibility.
The rights issue is fully guaranteed through subscription undertakings from current owners and through underwriting agreements with current owners and other investors. The subscription price has been set at SEK 2.10 per share, the record date for participation in the rights issue is 1 July 2013 and the subscription period runs from and including 5 July 2013 until and including 19 July 2013.
Background and reasons
BioInvent has through its technology platform, n-CoDeR®, developed a portfolio of internal and partnered drug candidates. The internal portfolio currently consists of three drug candidates within oncology of which BI-505 is undergoing clinical phase II trials. For the other two projects, clinical trials are expected to start 2014 / 2015. In addition, the company has a number of promising projects in research phase.
BioInvent has eight development projects in pre-clinical phase together with five partners. BioInvent expects that some of these projects will advance into clinical trials during 2013, which would lead to milstone revenues. Furthermore, the company sees good business opportunities in its current contacts regarding the company’s antibody technologies, n-CoDeR® and F.I.R.S.T™. BioInvent is currently in negotiations and discussions with potential partners and sees potential for these to result in new agreements and revenues.
The company has reviewed its corporate strategy and recruited a new CEO, Mikael Oredsson, who will assume his position on 19 August. Significant cost reductions have been implemented in the last year. The cost reductions are now in full effect, which gives the foundation to reach a position where the operational costs, to a large extent, are funded by revenues from partners.
To finance the operations throughout the second half of 2013 and to continue the development of existing projects independently of expected revenues from partner projects and ongoing business development activities, where the timing is less predictable, the company needs to strengthen its financial position. Further, financial endurance is an important aspect when negotiating with potential license partners and other external parties.
The addition of around SEK 22 million before transaction costs is expected to finance the company throughout 2013. In addition, revenues will be generated from partner projects and ongoing business development activities. Later this year, the company will review its long term strategies when the new CEO has assumed his position.
Terms for the rights issue
The company's shareholders will have pre-emptive right to subscribe for new shares in proportion to the number of shares previously held by them. Seven (7) existing shares entitle to subscription of one (1) new share at a subscription price of SEK 2.10. The record date for participation in the rights issue is 1 July 2013.
In the event that all new shares are not subscribed for with pre-emptive right, such shares shall be allotted to shareholders and others who have subscribed for shares without subscription rights. Such allotment shall firstly be made to those who have subscribed for shares by exercise of subscription rights. The subscription period runs from 5 July up to and including 19 July 2013 or such later date as the Board of Directors may decide.
The rights issue may result in an increase of the share capital of no more than SEK 844,866.08 and an increase in the total number of share of no more than 10,560,826 shares.
Subscription undertakings and underwriting guarantees
A number of BioInvent’s larger shareholders, including the company’s two largest shareholders O.G.B.B. A. van Herk B.V. and B&E Participation AB, who together represent 22.4 percent of the shares, have committed to subscribe for their pro rata share of the rights issue, corresponding to a total of MSEK 5,0. In order to secure that the rights issue is fully subscribed, the company has entered into underwriting agreements with a number of current and external investors in a total amount of MSEK 17,2.
Overallotment option
In the event of an over-subscription in the rights issue, the Board of Directors intends, if it is deemed desirable, to resolve on the issuance of additional shares up to a maximum total of 528,041 shares at a subscription price of SEK 2.10 per share, which would add to the company an additional SEK 1 million, approximately. The number of shares issued in the overallotment option falls within the limits of the authorisation from the Annual General Meeting, which authorises the Board of Directors to issue a maximum of 11,088,867 shares.
Allotment of the shares of the overallotment option shall be made in accordance with the allotment principles for the rights issue. The reason for the deviation from the shareholders’ pre-emptive right is to take advantage of the possibility for the company’s to receive additional proceeds in the event of an over-subscription of the rights issue.
Indicative timetable for the rights issue
26 June 2013 Last day of trading in the shares including right to participate in the rights issue
1 July 2013 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
3 July 2013 Estimated publication of the prospectus
5 - 16 July 2013 Trading in subscription rights
5 - 19 July 2013 Subscription period
24 July 2013 Estimated day for press release regarding outcome in the rights issue
Advisors
Redeye acts as financial advisor and Mannheimer Swartling acts as legal advisor in connection with the rights issue.
To the editors:
About BioInvent
BioInvent International AB, listed on the NASDAQ OMX Stockholm (BINV), is a research-based pharmaceutical company focused on discovery and development of innovative antibody-based drugs against cancer. The Company's pipeline currently includes three product candidates for the treatment of cancer.
The Company's competitive position is underpinned by n-CoDeR®, a proprietary antibody development platform. The scope and strength of this platform is also used to develop antibody-based drugs in collaboration with partners who finance the development of the new drug, and provide BioInvent the right to milestone payments and royalties on sales. These partners include Bayer HealthCare, Daiichi Sankyo, Mitsubishi Tanabe and Servier. More information is available at www.bioinvent.com.
For further information, please contact:
Cristina Glad
President and CEO
+46 (0)46 286 85 51
+46 (0)708 16 85 70
[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
The 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 19 June 2013.
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 3 July 2013.
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.