Saint-Herblain (France), April
29, 2021 –
Valneva SE (the “Company”), a specialty vaccine
company focused on the development and commercialization of
prophylactic vaccines for infectious diseases with significant
unmet medical need, today announced its intention to issue and
sell, subject to market and other conditions, 7,082,762 of its
ordinary shares in a global offering to specified categories of
investors comprised of (i) an initial public offering of American
Depositary Shares (“ADSs”), each representing two
ordinary shares, in the United States (the “U.S.
Offering”) and (ii) a concurrent private placement
of ordinary shares in certain jurisdictions outside of the United
States (the “European Private Placement” and,
together with the U.S. Offering, the “Global
Offering”).
The Company intends to grant the underwriters
for the Global Offering (the “Underwriters”) a
30-day option to purchase additional ADSs (each representing two
ordinary shares) in an aggregate amount of up to 15% of the total
number of ordinary shares (including in the form of ADSs) proposed
to be sold in the Global Offering.
All securities to be sold in the Global Offering
will be offered by the Company. The Company’s ordinary shares are
listed on the regulated market of Euronext in Paris
(“Euronext”) under the symbol “VLA.” The Company
has applied to list its ADSs on the Nasdaq Global Market under the
ticker symbol “VALN.”
Goldman Sachs, Jefferies, Guggenheim Securities
and Bryan, Garnier & Co. are acting as joint bookrunners for
the Global Offering. Namsen Capital is acting as Valneva’s capital
markets advisor.
The offering price per ADS in U.S. dollars and
the corresponding offering price per ordinary share in euros, as
well as the final number of ADSs and ordinary shares sold in the
Global Offering, will be determined following a bookbuilding
process commencing immediately. The price per ordinary share (and
corresponding offering price per ADS) will be at least equal to the
weighted average price of the Company’s ordinary shares on Euronext
over a period, chosen by the Management Board, of between three (3)
and five (5) consecutive trading days preceding the determination
of the offering price, reduced by a maximum discount of 15%, if
applicable.
The ADSs and/or ordinary shares will be issued
through a capital increase without shareholders’ preferential
subscription rights and for the benefit of a specified category of
persons within the meaning of Article L.225-138 of the French
Commercial Code (Code de commerce) and pursuant to the 6th
resolution of the Company's extraordinary general meeting held on
December 22, 2020. Under the authority granted by the shareholders
in the 6th resolution, the ordinary shares and ADSs may only be
purchased initially by (i) natural persons and legal entities,
including companies, trusts or investment funds, organized under
French or foreign law, that routinely invest in the pharmaceutical,
biotechnological or medical technology sector; (ii) companies,
institutions or entities of any type, French or foreign, that do a
significant part of their business in the pharmaceutical, cosmetic,
chemical or medical devices and/or technologies or research in
these sectors; and/or (iii) French or foreign investment services
companies, or any foreign establishment with an equivalent status,
that could guarantee to carry out an issue to be placed with the
persons described in (i) and/or (ii) above, in this context, to
subscribe for securities that are issued. In order to purchase
ordinary shares and/or ADSs in the Global Offering, potential
investors will be required to execute and provide to the
Underwriters an investor letter representing that they satisfy the
foregoing investor criteria.
The European Private Placement will be open only
to qualified investors as such term is defined in article 2(e) of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14, 2017.
The closings of the U.S. offering and the
European private placement will occur simultaneously, will be
conditioned on each other and are expected to occur on the third
trading day after the final pricing and allocation of the Global
Offering. The underwriting agreement to be entered into among the
Company and the Underwriters will not constitute a performance
guarantee (garantie de bonne fin) within the meaning of the Article
L225-145 of the French Commercial Code.
The Company expects to use the net proceeds from
the Global Offering, together with its existing cash and cash
equivalents, as follows (assuming an exchange rate of €1.00 =
$1.2088, the exchange rate on April 27, 2021, as reported by the
European Central Bank):
- Approximately $100 million to fund
further development of its Lyme VLA15 vaccine candidate through
completion of Phase 2 clinical trials;
- Approximately $120 million to fund
further development of its chikungunya VLA1553 vaccine candidate
through BLA approval;
- Approximately $80 million to fund
further development of its COVID-19 VLA2001 vaccine candidate
through conditional licensure; and
- The remainder, if any, for working
capital and general corporate purposes.
A registration statement on Form F-1 relating to
the securities referred to herein has been filed with the SEC but
has not yet become effective. These securities may not be sold, nor
may offers to buy be accepted, prior to the time the registration
statement becomes effective.
The securities referred to in this press release
will be offered in the United States only by means of a prospectus
(as part of a registration statement on Form F-1). Copies of the
preliminary prospectus relating to and describing the terms of the
Global Offering may be obtained from: Goldman Sachs & Co. LLC,
Attn: Prospectus Department, 200 West Street, New York, New York
10282, telephone: 866-471-2526, facsimile: 212-902-9316, e-mail:
prospectus-ny@ny.email.gs.com or Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New
York, NY 10022, or by telephone at +1 877 821 7388 or by email at
Prospectus_Department@Jefferies.com.
Application will be made to list the new
ordinary shares to be issued pursuant to the Global Offering on
Euronext.
About Valneva SEValneva is a
specialty vaccine company focused on the development and
commercialization of prophylactic vaccines for infectious diseases
with significant unmet medical need. The Company has leveraged its
expertise and capabilities both to successfully commercialize two
vaccines and to rapidly advance a broad range of vaccine candidates
into and through the clinic, including candidates against Lyme
disease, the chikungunya virus and COVID-19.
Valneva Investor and Media ContactsLaetitia
Bachelot-FontaineDirector Investor Relations & Corporate
CommunicationsM +33 (0)6 4516 7099investors@valneva.com
Dan SharpGovernment & Public Affairs Manager T
+44-(0)7436-244309communications@valneva.com
DISCLAIMER
This press release contains certain
forward-looking statements concerning the Global Offering as well
as the Company and its business, including its prospects and
product candidate development. Such forward-looking statements are
based on assumptions that the Company considers to be reasonable.
However, there can be no assurance that the estimates contained in
such forward-looking statements will be verified, which estimates
are subject to numerous risks including the risks set forth in
section 1.5 of the universal registration document of the Company
registered with the AMF under number D.21-0286 on April 9, 2021
(copies of which are available on the Company’s website) and to the
development of economic conditions, financial markets and the
markets in which the Company operates. The forward-looking
statements contained in this press release are also subject to
risks not yet known to the Company or not currently considered
material by the Company. The occurrence of all or part of such
risks could cause actual results, financial conditions, performance
or achievements of the Company to be materially different from such
forward-looking statements.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities in any
jurisdiction, and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of that jurisdiction. The registration statement
can be accessed by the public on the website of the SEC.
This announcement 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”).
In France, the European Private Placement
described above will take place solely as a placement to the
benefit of categories of persons, in accordance with Article L.
225-138 of the “Code de commerce” and applicable regulations. The
European Private Placement is reserved, in Europe (including in
France), to "qualified investors", as that term is defined in
Article 2(e) of the Prospectus Regulation.
In relation to each member state of the European
Economic Area other than France (each, a “Relevant Member
State”), an offer of the securities referred to herein is
not being made and will not be made to the public in that Relevant
Member State, other than: (i) to any legal entity which is a
qualified investor as defined in the Prospectus Regulation; (ii) to
fewer than 150 natural or legal persons per relevant member state;
or (iii) in any other circumstances falling within Article 1(4) of
the Prospectus Regulation; provided that no such offer of the
securities referred to herein shall require the Company to publish
a prospectus pursuant to Article 3 of the Prospectus Regulation.
For the purposes of the above, the expression an “offer to the
public” in any Relevant Member State shall have the meaning
ascribed to it in article 2(d) of the Prospectus Regulation.
This communication is being distributed only to,
and is directed only at (a) persons outside the United Kingdom, (b)
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), and (c) high net worth entities, and other persons to
whom it may otherwise lawfully be communicated, falling within
Article 49(2) of the Order (all such persons together being
referred to as "relevant persons"). Any investment or investment
activity to which this communication 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 communication or any of its contents.
Solely for the purposes of each manufacturer’s
product approval process, the target market assessment in respect
of ordinary shares has led to the conclusion that: (i) the
target market for the ordinary shares is eligible counterparties,
professional clients and retail clients, each as defined in
Directive 2014/65/EU, as amended (“MiFID II”); and
(ii) all channels for distribution of the ordinary shares to
eligible counterparties, professional clients and retail clients
are appropriate. Any person subsequently offering, selling or
recommending the ordinary shares (a “distributor”) should take into
consideration the manufacturers’ target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the ordinary shares
(by either adopting or refining the manufacturers’ target market
assessment) and determining appropriate distribution channels. For
the avoidance of doubt, even if the target market includes retail
clients, the Underwriters have decided that they will only procure
investors for the ordinary shares who meet the criteria of eligible
counterparties and professional clients.
This press release has been prepared in both
French and English. In the event of any differences between the two
texts, the French language version shall supersede.
- 2021_04_29_VLA_Nasdaq_IPO_Launch_PR--US Version
Grafico Azioni Valneva (EU:VLA)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Valneva (EU:VLA)
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Da Apr 2023 a Apr 2024
