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.

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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