Planegg - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWS
Medigene AG (FSE: MDG1, Prime Standard, TecDAX) today announces the launch of a capital increase by private placement of new shares to institutional investors via an accelerated book building as well as a secondary offering of existing shares.
The Company expects to issue up to 2.23 million new shares from authorized capital, which represents approximately 10% of the currently outstanding share capital. The new shares will be issued excluding pre-emptive rights and are expected to be admitted to listing on the Frankfurt Stock Exchange following their issuance.
In addition to the capital increase being undertaken by Medigene, QVT Financial, USA, a major shareholder of Medigene, is undertaking a secondary offering for the private placement of up to 1.1 million existing shares held by funds of QVT as part of a general restructuring across all QVT funds. As reported by Bloomberg on January 19, 2018, QVT informed that it intends on returning the majority of its outside capital to its investors over the course of the year 2018. The remaining capital owned by the partners of QVT will form the basis of the firm's new main pool of capital. If both the primary and secondary offerings are fully placed, upon completion of the transaction, QVT will hold approximately 4.1% of Medigene's total outstanding share capital (previously 9.5%), remaining a major shareholder of Medigene. This does not give effect to any purchases made by QVT Financial in this offering or thereafter. Keith Manchester, Managing Director and Head of Life Sciences for QVT Financial, will remain a member of Medigene's Supervisory Board.
Book building will commence immediately. It is anticipated that books will close on May 25 before the opening of the Frankfurt Stock Exchange, although the bookrunners reserve the right to close the books at any time. Shares owned by members of the Executive Management Board and Supervisory Board will be subject to a customary 90-day lock-up provision upon completion of the transaction. In addition, QVT has agreed to a 90-day lock-up period on the remaining shares it holds subject to a successful secondary offering in which it sells at least half of its shares offered.
Medigene intends to use the net proceeds of this placement to expand the Company's ongoing clinical program with its T-cell receptor modified T cells (TCR-T) and to progress its pipeline of potential TCR-T candidates for future clinical development.
Prof. Dolores Schendel, Chief Executive Officer of Medigene comments: "With our TCR-based cell product MDG 1011 in clinical stage development, Medigene is now among the few leading companies worldwide exploring this promising therapy field. The proceeds of this transaction will support our plans to expand our proprietary clinical TCR-T program as soon as possible."
Guggenheim Securities, LLC and Baader Bank AG are acting as bookrunners and Bryan Garnier & Co as lead manager.
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States, Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Medigene AG in the United States, Germany, Canada, Australia or Japan or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referred to herein will not be or have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. The securities will not be registered under the Securities Act. There will be no public offer of the securities in the United States.
In the United Kingdom, any offer is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). Any offer is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
Information set forth in this press release contains forward-looking statements, which involve risks and uncertainties. The forward-looking statements contained herein represent the judgement of Medigene AG as of the date of this press release. Such forward-looking statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond Medigene AG's control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. Medigene AG expressly disclaims any obligation or undertaking to release any updates or revisions to any such statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Medigene AG (FSE: MDG1, ISIN DE000A1X3W00, Prime Standard, TecDAX) is a publicly listed biotechnology company headquartered in Martinsried near Munich, Germany. The company is developing highly innovative immunotherapies to target various forms and stages of cancer. Medigene concentrates on the development of personalized T cell-based therapies, with associated projects currently in pre-clinical and clinical development.
For more information, please visit www.medigene.com
Contact Medigene AG
Julia Hofmann, Dr. Robert Mayer
Tel.: +49 - 89 - 20 00 33 - 33 01,