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) announces that it has successfully raised EUR 32.3 million in gross proceeds through a significantly oversubscribed private placement to institutional investors via an accelerated book building. Medigene issued 2,230,000 new shares from authorized capital, representing approximately 10% of the currently outstanding shares. Shares were allocated to institutional investors at a price of EUR 14.50 per share which represents a 2.3% discount to the last closing price. This financing will increase the total number of registered shares to 24,544,595.
Concomittantly, QVT Financial LP, USA, a major shareholder of Medigene, has agreed to sell 1,105,490 existing shares of Medigene in a secondary offering to institutional investors at the same price of EUR 14.50 per share as part of a general restructuring across all QVT funds. These shares were fully placed. After the completion of this transaction QVT, will hold over 4% of Medigene’s total outstanding share capital (previously 9.5%), thus remaining a major shareholder of Medigene. Keith Manchester, Managing Director and Head of Life Sciences for QVT Financial, remains a member of Medigene’s Supervisory Board.
Dr. Thomas Taapken, Chief Financial Officer of Medigene, comments: “We are very pleased to announce this significantly oversubscribed placement of new and existing shares. In addition to existing institutional shareholders, we were able to attract new healthcare focussed investors. The strong demand in this offering clearly highlights investor interest in our maturing T cell cancer immunotherapy development pipeline. We are grateful for this strong demonstration of confidence in Medigene as a global leader in T cell immunology.”
The issuance of new shares was resolved by the Executive Management Board and the Supervisory Board of Medigene by today’s resolutions.
Guggenheim Securities, LLC and Baader Bank AG acted 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This publication may not be published, distributed or transmitted, directly or indirectly, in the United States, Canada, Australia or Japan or any other jurisdiction where such an announcement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 http://www.medigene.com
Contact Medigene AG
Julia Hofmann, Dr. Robert Mayer
Tel.: +49 – 89 – 20 00 33 – 33 01