DGAP-News: MOLOGEN AG / Key word(s): Corporate Action
MOLOGEN AG: Capital increase through rights issue and issuance of a
convertible bond
26.09.2016 / 07:50
The issuer is solely responsible for the content of this announcement.
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PRESS RELEASE N 15 / 2016 of 09/26/2016
MOLOGEN AG: Capital increase through rights issue and issuance of a
convertible bond
- Issuing of up to 11,315,750 new shares
- Binding commitments to subscription of capital increase and a
convertible bond
- Chinese investor commits to purchase up to 3.4 million new shares
- Shareholders granted subscription rights at a ratio of 2:1
- Subscription price of EUR 1.20 per new share
- Issue proceeds to be used for implementation of the new "Next Level"
strategy
Berlin, September 26, 2016 - The Executive Board of the biotechnology
company MOLOGEN AG resolved on September 23, 2016, with the approval of the
Supervisory Board, a capital increase against contribution in cash. The
company's share capital is to be increased from EUR 22,631,501 by up to EUR
11,315,750 to up to EUR 33,947,251 by issuing up to 11,315,750 new bearer
ordinary shares with a proportional amount in the share capital of EUR 1.00
per share for contribution in cash. Subject to approval of the relevant
prospectus by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin,
German Federal Financial Supervisory Authority), the new shares are to be
offered to shareholders of the company as part of a public offering in
Germany and Luxembourg by means of indirect subscription rights during a
two-week subscription period. The subscription price per new share amounts
to EUR 1.20. The subscription ratio is 2:1. This means that for each two
existing shares in the company a subscription right for one new share is
allocated. The deadline for allocation of subscription rights on the basis
of the number of shares held by shareholders on that date is provisionally
scheduled for September 30, 2016 (midnight), the day before the start of
the provisionally scheduled subscription period. Dero Bank AG, is the sole
bookrunner for the transaction. Blättchen Financial Advisory GmbH supports
MOLOGEN in the transaction as an advisor.
One of the current major shareholders, Global Derivative Trading GmbH
("GDT"), has already committed to exercise its subscription rights and will
be given the opportunity for an oversubscription of unsubscribed new
shares. Unsubscribed shares will be offered to qualified investors as part
of international private placements after the subscription period. In this
context, TowerCrest Limited Liability Cooperation ("TowerCrest"), Beijing,
(China), has made a binding commitment to purchase up to 3.4 million new
shares in the context of the private placement. Additionally MOLOGEN will
issue a convertible bond with a total nominal value of EUR 2.54 million to
GDT. Should the capital increase be placed in full and the convertible bond
be issued, the company is expected to receive gross proceeds of around EUR
16 million.
"The inflow of funds resulting from the financing activities enables us to
continue the implementation of our 'Next Level' strategy program. This
mainly includes the further development of our promising lefitolimod cancer
immunotherapy. We are delighted that our major shareholder, GDT, will
significantly participate in the capital increase and will also subscribe
the convertible. Thus, GDT makes again a valuable contribution to the
future development of the company. We are also delighted to win TowerCrest
as a new and international investor", says Walter Miller, Chief Financial
Officer of MOLOGEN AG.
If all new shares are placed, the capital increase and the convertible bond
will secure the company's financing presumably up to the fourth quarter of
2017.
Commitment to exercise subscription rights and issuance of a convertible
bond
The major shareholder GDT, which to the company's best knowledge holds just
under 24% of the existing shares, has made a binding commitment to exercise
its subscription rights to an extent that the GDT still holds around 24% of
the increased share capital after the implementation of the capital
increase. In connection with this confirmed acquisition declaration, the
company gives GDT the opportunity for an oversubscription and corresponding
allocation of up to 1 million unsubscribed new shares. As a result, GDT
would hold a 27% stake in the increased capital of the company in case of a
complete placement of the capital increase.
In addition, MOLOGEN will issue a convertible bond to GDT with a total
nominal value of EUR 2.54 million and a term ending on October 29, 2024.
The terms of the convertible bond include a yearly fixed interest rate of
6% as well as the right for the investor to transform the convertible bond
in up to 1,693,333 company shares partially using the conditional capital
at a conversion price of EUR 1.50. The issuance of the convertible bond is
expected to take place on October 31, 2016 after the implementation of the
capital increase.
New investor from China
The Chinese TowerCrest will purchase up to 3.4 million new shares in the
context of the private placement or, if fewer unsubscribed shares should be
available, the highest available amount. In case of a complete placement of
the capital increase, the acquisition of 3.4 million new shares by
TowerCrest would correspond to a participation of about 10% in the
increased share capital of the company. With TowerCrest MOLOGEN would win a
new international major shareholder. With the investment in MOLOGEN, the
Chinese company, which besides the pharmaceutical industry is also active
in the fields of real estate development, investments, telecommunications,
logistics and hotel management, strengthens its engagement in the
pharmaceutical industry.
Use of funds primarily for the further development of lefitolimod (MGN1703)
The funds generated by the company via the capital increase and issuance of
a convertible bond are to be used for implementation of the new "Next
Level" strategy program, which was first presented on June 9, 2016. This
strategy program includes focusing further development activities on the
main product, the lefitolimod immunotherapy, and its successor molecules
EnanDIM(R). Lefitolimod is currently being studied in four clinical trials:
The IMPALA pre-approval study for colorectal cancer, the phase II IMPULSE
study for small cell lung cancer, the phase I TEACH studies for HIV and the
combination study for advanced solid tumors. The recruitment of 540
patients for the IMPALA pre-approval study is to be completed by the end of
2016 or in the first quarter of 2017. The IMPULSE and TEACH findings are
expected in the first half of 2017 respectively in the middle of the year.
The preclinical EnanDIM(R) molecules are to be developed to phase I stage.
The "Next Level" program has set out a sharper product and market focus,
with the relevant preparations for a possible market launch, initially of
lefitolimod. This includes, in particular, upscaling production, i.e.
producing high volumes of the active ingredient in line with market demand.
Upscaling is to be achieved by transferring production to a contract
manufacturer. Some of the proceeds from the capital increase will be used
to finance the transfer of the production to contract manufacturer and to
ensure preparations to upscale lefitolimod production are completed.
Rights offering and prospectus
The public offering of the new shares is conditional on and purely based on
a prospectus yet to be approved by the Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory
Authority). Approval is likely to be issued on September 28, 2016. The
prospectus contains detailed information including on the risks related to
the rights offering and will be published on MOLOGEN's website immediately
after approval at www.mologen.com.
Following approval of the prospectus, the rights offering is provisionally
scheduled to be announced in the Bundesanzeiger (German Federal Gazette) on
September 29, 2016. It will then also be available on the company's
website. MOLOGEN shareholders will only be able to exercise their
subscription rights to shares during the two-week subscription period that
is provisionally scheduled for the period from October 4, 2016 to October
18, 2016. Shareholders will additionally be granted the option of buying
any shares that are not subscribed by other shareholders (oversubscription
rights); (however, in principle, shareholders have no legal right to
allocation of such shares as part of oversubscription). Any new shares that
are not subscribed during the subscription period are to be offered to
qualified investors in selected countries as part of an international
private placement. Inclusion of the new shares under the company's existing
listing (ISIN DE0006637200, SIN 663720) is planned for October 27, 2016.
Important note:
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person
in the United States, Australia, Canada, Japan or in any jurisdiction to
whom or in which such offer or solicitation is unlawful.
This release is not a prospectus. Investors should not purchase or
subscribe for any shares referred to in this press release except on the
basis of information in a prospectus to be issued by the Company in
connection with the offering of such shares.
This release is not an offer of securities for sale in the United States of
America. The securities referred to in this press release have not been,
and will not be, registered under the US Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold in the United States
absent registration or an applicable exemption from registration or in a
transaction not subject to the registration requirements of the Securities
Act. There will be no public offer of the securities in the United States
of America.
Subject to certain exceptions under the Securities Act, the securities
referred to herein may not be offered or sold in Australia, Canada or Japan
or to, or for the account or benefit of, any national, resident or citizen
of Australia, Canada or Japan.
MOLOGEN AG
With new and unique technologies and active substances, the biotech company
MOLOGEN is one of the pioneers in the field of immunotherapy. Alongside a
focus on immuno-oncology, MOLOGEN also develops immunotherapies for the
treatment of infectious diseases.
The cancer immunotherapy lefitolimod (MGN1703) is the company's lead
product and best-in-class TLR9 agonist. Treatment with lefitolimod
(MGN1703) triggers a broad and strong activation of the immune system. Due
to this mode of action, namely to reactivate the monitoring function of the
immune system, lefitolimod (MGN1703) can be recognized as an Immune
Surveillance Reactivator (ISR). It has the potential to be applied to
various indications. ISR lefitolimod (MGN1703) is currently being developed
for first-line maintenance treatment of colorectal cancer (pivotal study)
and small cell lung cancer (randomized controlled trial). Furthermore, it
is also being investigated in an extended phase I study in HIV and a phase
I combination study with the checkpoint inhibitor ipilimumab (Yervoy(R)).
Next to checkpoint inhibitors, lefitolimod is one of the few product
candidates that are in a phase III clinical trial (IMPALA) in the field of
immuno-oncology and close to reaching the market.
MOLOGEN's pipeline focus is on new, innovative immunotherapies to treat
diseases for which there is a high medical need.
www.mologen.com
Memberships in associations:
Biotechnologieverbund Berlin-Brandenburg (bbb) e.V. | BIO Deutschland e.V.
| DECHEMA - Society for chemical technology and biotechnology e.V. |
German industrial association of biotechnology (DIB) | Association for
the Promotion of Science and Humanities in Germany | Association of
German biotechnology companies (VBU) | Association of researching
manufacturers of pharmaceuticals e.V. (VFA) | Association of the chemical
industry e.V. (VCI)
MIDGE(R), dSLIM(R), EnanDIM(R) and MOLOGEN(R) are registered trademarks of
MOLOGEN AG.
Contact
Claudia Nickolaus
Head of Investor Relations & Corporate Communications
Tel: +49 - 30 - 84 17 88 - 38
Fax: +49 - 30 - 84 17 88 - 50
investor@mologen.com
Note about risk for future predictions
Certain information in this report contains forward-looking statements or
the corresponding statements with negation or versions deviating from this
or comparable terminology. These are described as forward-looking
statements. In addition, all of the information given here that refers to
planned or future results of business areas, key financial figures,
developments of the financial situation or other financial figures or
statistical data, is to be understood as such forward-looking statements.
The company points out to investors that they should not rely on these
forward-looking statements as predictions about actual future events. The
company is not obligated and refuses to accept any liability for the
forward-looking statements and has no obligation to update such statements
in order to accurately reflect the current situation.
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26.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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Language: English
Company: MOLOGEN AG
Fabeckstraße 30
14195 Berlin
Germany
Phone: 030 / 841788-0
Fax: 030 / 841788-50
E-mail: presse@mologen.com
Internet: www.mologen.com
ISIN: DE0006637200
WKN: 663720
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
Stuttgart, Tradegate Exchange
End of News DGAP News Service
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505235 26.09.2016
DGAP-News: MOLOGEN AG: Capital increase through rights issue and issuance of a convertible bond
| Source: EQS Group AG