Not for release, publication or distribution in the United States, Australia, Canada or Israel
Ad-hoc release according to Section 15 German Securities Trading Act
Martinsried/Munich, 27 June, 2014. Today the Executive Board of Medigene AG (MDG1, Frankfurt, Prime Standard) resolved, with the approval of the Supervisory Board, upon a financing package for the further clinical and preclinical development of its immunotherapy programs. By issue of new shares at an expected subscription price of EUR 5.00, and convertible bonds at an expected conversion price of EUR 5.00, the company expects to generate gross proceeds of up to EUR 28.8 million. The new shares and convertible bonds will be offered to all existing shareholders. Medigene's partner and investor, SynCore Biotechnology Co., Ltd. has indicated its intention to participate in the capital increase at least within the scope of its subscription rights. Any new shares and convertible bonds not subscribed for will be offered to investors in Europe and other select countries in private placements. The subscription period for the new shares and convertible bonds starts on 1 July and ends on 14 July 2014 (including the first and last day).
Capital increase by issue of new shares: The Company plans to increase the Company's share capital from EUR 10,889,950 to up to EUR 13,906,032 by issuing up to 3,016,082 new shares from authorized capital. The new shares issued by way of a capital increase against cash contribution are offered to existing shareholders by way of an indirect subscription right by Baader Bank AG, Unterschleißheim. The new shares will be offered to the shareholders at a ratio of 7:2, that is two new shares may be subscribed for seven existing shares. There will be no organized trading in subscription rights. The final conversion price will be published on the website of the Company (www.medigene.com) and in the German Federal Gazette (Bundesanzeiger) on 11 July 2014 and will be based on the following calculation: If one of both following amounts is higher than the preliminary subscription price, this higher amount shall be the subscription price: (i) 80% of the non-weighted XETRA closing price of the existing shares during the subscription period regarding the new shares excluding the last four days of the subscription period regarding the new shares or (ii) 80% of the closing price of the existing shares on the fifth last day of the subscription period regarding the new shares. The issue of new shares is expected to generate gross proceeds of up to EUR 15.1 million.
Convertible bonds: Additionally, Medigene plans to issue convertible bonds divided into 13,749,996 notes in the nominal amount of EUR 1.00 per note and in the total nominal amount of EUR 13,749,996. Each note is convertible based on the conversion ratio into ordinary registered shares (no-par value shares) of the Company with a notional nominal amount of EUR 1.00 per share. The conversion right may be exercised by a noteholder during the period commencing on the 45th day after the issue day (which is expected to be 4 September 2014) and ending on the maturity date subject to certain excluded periods. The Company is entitled to require a mandatory conversion of the notes into shares of the Company at the maturity date which is two years after the issue date. The mandatory conversion will be conducted at the conversion price and each note shall be converted based on the conversion ratio into ordinary registered shares (no-par value shares) of the Company with a notional nominal amount of EUR 1.00 per share. The notes will bear no interest (zero coupon).
The convertible bonds are offered to existing shareholders by way of an indirect subscription right by Baader Bank AG, Unterschleißheim. The subscription ratio shall be 10:13 - in other words, 13 new notes may be subscribed for ten existing shares. There will be no organized trading in subscription rights. The preliminary conversion price per share is EUR 5.00.The final conversion price will be based on the following calculation schedule and will be published on the website of the Company (www.medigene.com) and in the German Federal Gazette (Bundesanzeiger) on 11 July 2014. If one of both following amounts is higher than the preliminary conversion price, this higher amount shall be the conversion price: (i) 80% of the non-weighted XETRA closing price of the existing shares during the subscription period regarding the new notes excluding the last four days of the subscription period regarding the new notes or (ii) 80% of the XETRA closing price of the existing shares on the fifth last day of the subscription period regarding the new notes. The issue of the notes is expected to generate
Use of proceeds: Medigene intends to use the proceeds from the offering of the new shares and the new notes primarily for the clinical development of Medigene's immunotherapy platforms for TCR modified adoptive T cell therapy and DC vaccines, including further good manufacturing practice (GMP) process development, as well as further preclinical development of the TCR and TABs technologies.
Rights offering and prospectus: For further details on the capital increase and the issue of convertible bonds, please see the subscription offer provisionally planned to be published in the Federal Gazette on 30 June 2014 and on the website of Medigene AG (www.medigene.com).
The public offering of the new shares / the convertible bonds and the admission of the new shares to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange, are based on a prospectus submitted to and subject to approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, Federal Financial Supervisory Authority). Approval for the prospectus is expected to be issued on 27 June 2014, and the prospectus will subsequently be available on Medigene's AG's website (www.medigene.com). It is intended to introduce the new notes to the Open Market (Quotation Board) of the Frankfurt Stock Exchange on 22 July 2014.
Note: These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Germany or any other jurisdiction. The shares (the "Shares") of Medigene AG (the "Company") and the convertible bonds in relation to shares in Medigene AG (the "Convertible Bonds") may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Shares or of the Convertible Bonds in the Company in the United States.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. The securities prospectus will be available free of charge from Medigene AG, Lochhamer Strasse 11, 82152 Planegg/Martinsried, Germany, as well as on the Medigene AG website under www.medigene.de.
Further information is provided with today's press release of Medigene AG at www.medigene.com.
Julia Hofmann, Claudia Burmester
Tel.: +49 - 89 - 20 00 33 - 33 01