Successful Capital Increase through a private placement via
an accelerated bookbuilding for an amount of approximately 34.1
million euros
Regulatory News:
Not for release, publication or distribution,
directly or indirectly, in or into the United States of America,
Canada, Australia or Japan
Transgene (Euronext Paris: TNG), a biotech company that designs
and develops virus-based immunotherapies for the treatment of
cancer, (“Transgene” or the “Company”) today
announces the successful completion of its capital increase through
the issuance of ordinary shares through a private placement with
waiver of preferential subscription rights, via an accelerated
bookbuilding pursuant to Articles L. 225-136 of the French
Commercial Code and L. 411-2 1° of the French Monetary and
Financial Code for an amount of approximately 34,1 million euros
(the “Capital Increase”).
Hedi Ben Brahim, Chairman and CEO of Transgene, said: “We are
very pleased to have concluded this successful fund raising, which
has been supported by both historical shareholders and specialized
healthcare investors, such as Invus. We are now well placed to
execute on our ambitious corporate strategy of progressing our
world leading myvac® and Invir.IO™ technology platforms through
first clinical validations of our personalized cancer vaccine
TG4050 and our novel oncolytic virus BT-001 while advancing our
randomized Phase II of TG4001. Transgene’s future has never looked
brighter, and I am looking forward to the multiple key
value-driving corporate milestones, we expect to announce over the
next 18 months.”
The capital increase results in the issuance of 13,930,000 new
ordinary shares at a subscription price of 2.45 euros (including
issue premium), representing 16,6 % of the current share capital of
the Company for a total amount of approximately 34,1 million euros.
The subscription price represents a discount of 6.5% compared to
the closing price of Transgene on June 21, 2021 (€2.62).
Institut Mérieux, which currently holds 99.5% through its
subsidiary TSGH, 60% of the company’s share capital, and SITAM
Belgium, which holds 4.9% of the company’s share capital,
subscribed for new ordinary shares in the capital increase for a
total amount of 25 million euros and 1,67 million euros,
respectively. Several specialized healthcare investors, including
Invus, also participated in the Offering.
As a result of the Capital Increase, the company’s share capital
will be made up of 97,771,334 shares, each having a nominal value
of €0.50, for a total share capital of 48,885,667 euros.
The funds raised in the Capital Increase will be used to
strengthen the Company’s financial structure until the fourth
quarter of 2023, in order to be able to conduct its clinical
development plan, in particular on its new innovative product
platforms myvac® and Invir.IO™, with the finalization of clinical
studies, and to be able to serenely negotiate partnership and
co-development agreements based on the results obtained from the
end of 2021.
Funds will be directly used by descending order of strategic
priority:
- circa €25m for the finalization of clinical studies and the
obtention of data with TG4001, TG4050, BT-001 and TG6002;
- circa €4m to launch the clinical development of new oncolytic
viruses based on the Invir.IO™ platform and currently undergoing
preclinical evaluation;
- for the remainder, to finance, together with operational
products of the Company, R&D and operational costs, as well as
current cash consumption.
The transaction will be carried out under the 22nd resolution of
the Combined General Shareholders’ Meeting of May 27, 2020.
The Capital increase was the subject of a placement agreement
entered into by the Company and the Global Coordinators on June 21,
2021. The placement agreement may be terminated by the Global
Coordinators at any time up to (and including) the settlement date
of the Capital Increase which is expected to take place on June 24,
2021, subject to certain customary conditions.
The Capital Increase was conducted by Natixis and Kempen &
Co as Global Coordinators, Joint Lead Managers and Joint
Bookrunners (« Global Coordinators »).
CAPITAL STRUCTURE POST CAPITAL INCREASE
To the Company’s knowledge, the breakdown of its share capital
after the Capital Increase is as follows(1):
Shareholder
Number of shares
% of capital
% of exercisable voting
rights
Before the
Capital
Increase
After the
Capital
Increase
Before the
Capital
Increase
After the
Capital
Increase
Before the
Capital
Increase
After the
Capital
Increase
TSGH
50,323,665
60,527,665
60.02%
61.91%
71.49%
71.67%
SITAM Belgique
4,144,856
4,824,856
4.94%
4.93%
3.46%
3.6%
Other
29,372,813
32,418,813
35.03%
33.16%
25.05%
24.72%
Total
83,841,334
97,771,334
100.00%
100.00%
100.00%
100.00%
(1) On a non-diluted basis: before the potential exercise of the
41,352 stock-options outstanding as of the date of this press
release and representing 0,0004% of both share capital and voting
rights of Transgene.
SHAREHOLDERS’ SUBSCRIPTION AND LOCK-UP AGREEMENTS
TGSH and SITAM Belgique have agreed with the Global Coordinators
for the contemplated transaction that they will not sell or
transfer its shares of Transgene for a period ending 90 days after
the settlement and delivery of the Capital Increase, subject to the
customary exceptions.
In connection with the Capital Increase, the Company will enter
into a lock-up agreement with the Global Coordinators for a period
ending 90 days after the settlement and delivery of the Capital
Increase, subject to the customary exceptions.
RISKS FACTORS
Transgene draws the attention of the public to:
- The risk factors presented in the Universal Registration
Document; the materialization of any or all of these risks is
likely to have a detrimental effect on the activity, financial
situation, or the results of Transgene or on its ability to achieve
its objectives.
- The main risks associated with the Capital Increase are the
following:
- the market price of the Company shares may fluctuate and fall
below the subscription price of the new shares;
- due to stock market fluctuations, the volatility and liquidity
of the Company shares may vary significantly;
- the sale of Company shares may occur on the secondary market,
after the capital increase, and have a negative impact on the
Company share price;
- regarding the use of the expected proceeds of the issuance
within the context of the Capital Increase, the Company has room
for maneuver as to the use of the funds raised and could use them
in a way that the shareholders may not adhere to or that would not
increase the value of their investment in the short term; and
- a new market-based call by the Company, after the Capital
Increase, could result in further dilution for the investors.
A corporate presentation of the Company is available on the
Company’s website (https://www.transgene.fr/en/investors)
***
About Transgene
Transgene (Euronext: TNG) is a biotechnology company focused on
designing and developing targeted immunotherapies for the treatment
of cancer. Transgene’s programs utilize viral vector technology
with the goal of indirectly or directly killing cancer cells.
The Company’s clinical-stage programs consist of two therapeutic
vaccines (TG4001 for the treatment of HPV-positive cancers, and
TG4050, the first individualized therapeutic vaccine based on the
myvac® platform) as well as two oncolytic viruses (TG6002 for the
treatment of solid tumors, and BT-001, the first oncolytic virus
based on the Invir.IO™ platform).
With Transgene’s myvac® platform, therapeutic vaccination enters
the field of precision medicine with a novel immunotherapy that is
fully tailored to each individual. The myvac® approach allows the
generation of a virus-based immunotherapy that encodes
patient-specific mutations identified and selected by Artificial
Intelligence capabilities provided by its partner NEC.
With its proprietary platform Invir.IO™, Transgene is building
on its viral vector engineering expertise to design a new
generation of multifunctional oncolytic viruses. Transgene has an
ongoing Invir.IO™ collaboration with AstraZeneca.
Additional information about Transgene is available at:
www.transgene.fr
Follow us on Twitter: @TransgeneSA
Disclaimer
This press release contains forward-looking statements, which
are subject to numerous risks and uncertainties, which could cause
actual results to differ materially from those anticipated. The
occurrence of any of these risks could have a significant negative
outcome for the Company’s activities, perspectives, financial
situation, results, regulatory authorities’ agreement with
development phases, and development. The Company’s ability to
commercialize its products depends on but is not limited to the
following factors: positive pre-clinical data may not be predictive
of human clinical results, the success of clinical studies, the
ability to obtain financing and/or partnerships for product
manufacturing, development and commercialization, and marketing
approval by government regulatory authorities. For a discussion of
risks and uncertainties which could cause the Company’s actual
results, financial condition, performance or achievements to differ
from those contained in the forward-looking statements, please
refer to the Risk Factors (“Facteurs de Risque”) section of the
Universal Registration Document, available on the AMF website
(http://www.amf-france.org) or on Transgene’s website
(www.transgene.fr). Forward-looking statements speak only as of the
date on which they are made, and Transgene undertakes no obligation
to update these forward-looking statements, even if new information
becomes available in the future.
Disclaimer
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
shares in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
The distribution of this document may, in certain jurisdictions,
be restricted by local legislations. Persons into whose possession
this document comes are required to inform themselves about and to
observe any such potential local restrictions.
This press release is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (as amended, the
“Prospectus Regulation”). Any decision to purchase shares
must be made solely on the basis of publicly available information
on the Company.
With respect to any member state of the European Economic Area,
including France, any offer of the Company’s securities will be
directed exclusively to qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation and in France in
accordance with the provisions of Article L.411-2, 1° of the French
Monetary and Financial Code.
The distribution of this press release has not been made, and
has not been approved, by an “authorised person” within the meaning
of Article 21(1) of the Financial Services and Markets Act 2000. As
a consequence, this press release is only being distributed to, and
is only directed at, persons in the United Kingdom that (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”), (ii) are persons falling
within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Order, or (iii) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Article 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as
“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. Any
person who is not a Relevant Person should not act or rely on this
document or any of its contents. With respect to the United
Kingdom, securities may not be offered or sold absent the
publication of a prospectus in the United Kingdom or an exemption
from such publication under the Prospectus Regulation, as it forms
part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the “UK Prospectus Regulation”). As a consequence,
this document is directed only at persons who are qualified
investors as defined in Article 2(e) of the UK Prospectus
Regulation.
This press release may not be published, distributed or
transmitted in the United States (including its territories and
dependencies). This press release does not constitute or form part
of any offer of securities for sale or any solicitation to purchase
or to subscribe for securities or any solicitation of sale of
securities in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “Securities Act”) or the law of
any State or other jurisdiction of the United States, and may not
be offered or sold in the United States absent registration under
the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The Company does not intend to register all or any
portion of the Securities in the United States under the Securities
Act or to conduct a public offering of securities in the United
States.
Not for distribution directly or indirectly in the United States
of America, Australia, Canada, or Japan.
This press release contains forward-looking statements subject
to a number of risks and uncertainties that could cause actual
results to be materially different from those anticipated. There
can be no guarantee that (i) the results of preclinical work and
previous clinical trials are predictive of the results of the
clinical trials currently underway, (ii)that regulatory approvals
for the Company’s therapies will be obtained or (iii) that the
Company will find partners to develop and market its therapies
within a reasonable timeframe and under satisfactory conditions.
The occurrence of these risks could have a material adverse effect
on the Company’s business, prospects, financial condition, results
of operations or developments.
For a description of the risks and uncertainties that could
affect the Company’s results, financial condition, performance or
achievements and thus cause a variation from the forward-looking
statements, please refer to the "Risk Factors" section of the
Universal Registration Document filed with the AMF and available on
the websites of the AMF (www.amf-france.org) and of the Company
(www.transgene.fr).
The forward-looking statements are made as of the date of this
document and the Company and the Global Coordinators and their
respective affiliates do not undertake to update these
forward-looking statements, even if new information should become
available in the future.
The Global Coordinators are acting exclusively for the Company
and no one else in connection with the offer of new ordinary shares
and will not regard any other person as their respective clients
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients in
connection with any offer of new ordinary shares of the Company or
otherwise, nor for providing any advice in relation to the offer of
new ordinary shares, the content of this press release or any
transaction, arrangement or other matter referred to herein.
None of the Global Coordinators or any of their respective
directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this press release
(or whether any information has been omitted from this press
release) or any other information relating to the Company, whether
written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise
arising in connection therewith. Therefore, the Company and the
Global Coordinators expressly disclaim, to the fullest extent
permitted by applicable law, any liability, whether in tort or
contract, or otherwise arising out of or in connection with this
document and/or these statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210621005842/en/
Transgene: Lucie Larguier Director Corporate
Communications & IR +33 (0)3 88 27 91 04
investorrelations@transgene.fr
Media: Medistrava Consulting David Dible/Sylvie
Berrebi +44 (0)77 1430 6525 transgene@medistrava.com
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