TARGOVAX ASA - SUCCESSFULLY COMPLETED PRIVATE PLACEMENT
(Thomson Reuters ONE) -
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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 8 June 2017: Reference is made to the stock exchange announcement release
by Targovax ASA ("Targovax" or the "Company") earlier today regarding the
contemplated private placement of new shares in the Company.
The Board of Directors of Targovax is pleased to announce that the private
placement has been successfully completed, raising NOK 200 million in gross
proceeds through the allocation of 10,000,000 new shares (the "New Shares") at a
price of NOK 20 per share (the "Private Placement"). The Private Placement took
place through an accelerated bookbuilding process after close of market on 8
June 2017. The Private Placement attracted strong interest from both existing
shareholders as well as new high quality investors.
The net proceeds from the Private Placement will be used to finance five
additional data read-outs from clinical trials through 2018, in addition to the
three planned data-read outs in H2 2017, and selective CMC development in
preparation for future pivotal clinical studies.
Completion of the Private Placement is subject to (i) the resolution by the
extraordinary general meeting of the Company to be held on or around 30 June
2017 (the "EGM") to issue the new shares in the Private Placement and the
subsequent repair offering, (ii) the registration of the share capital increase
pertaining to the issuance of the New Shares in the Norwegian Register of
Business Enterprises, and (iii) the Norwegian Financial Supervisory Authority
approving a combined prospectus for the listing of the New Shares and the
subsequent repair offering. Following registration of the share capital increase
pertaining to the Private Placement, the Company will have a share capital of
NOK 5,219,971.90, divided into 52,199,719 shares, each with a nominal value of
NOK 0.10.
Payment date for the Private Placement is expected to be on or about 3 July
2017 and the New Shares are expected to be delivered to the applicant's VPS
account on or about 6 July 2017 and tradeable on the Oslo Stock Exchange from
that date.
The share issuance is carried out as a private placement in order to complete
the transaction in today's market conditions in an efficient manner and to allow
for participation from new investors. As a consequence of the private placement
structure, the shareholders' preferential rights were deviated from. In the
Board of Directors' assessment on whether the pre-emption rights should be
deviated from, the following factors were amongst others taken into
consideration:
* The Company will carry out a subsequent repair offering to ensure that
existing shareholders who were not allocated shares in the Private Placement
are given the opportunity to subscribe for shares on the same terms as the
investors in the Private Placement.
* The Private Placement constitutes less than 24% of the issued and
outstanding shares in the Company.
* The Private Placement was completed after a pre-sounding with potential
investors on a confidential basis and publicly announced bookbuilding
process managed by two investment banks. The achieved share price does
express the market price for relevant amount of shares in the Company.
* The shares in the Company are also frequently traded on the Oslo Stock
Exchange, so shares will be available in the market for shareholders whose
ownership percentage are diluted by the Private Placement and who do not
wish to be diluted.
* The number of institutional and specialist investors in the Company will be
increased through the Private Placement and the Company will thus achieve a
strengthened shareholder base.
Subject to completion of the Private Placement, the Board of Directors intend
for the Company to carry out a subsequent repair offering of up to NOK 40
million in which shareholders in the Company as of 8 June 2017, as registered in
the VPS on 12 June 2017, who were not allocated New Shares in the Private
Placement and who are not resident in a jurisdiction where such offering would
be unlawful, or would (in jurisdictions other than Norway) require any
prospectus filing, registration or similar action, will receive subscription
rights. The subscription rights will be listed and over-subscription and
subscription without subscription rights will be allowed in the subsequent
repair offering. The subscription price in the repair offering will be the same
as in the Private Placement, i.e. NOK 20 per share.
The following shareholders that are represented on the Board of Directors of the
Company have been allocated New Shares in the Private Placement at the
subscription price of NOK 20 per New Share:
* HealthCap VL.P., represented on the Board of Directors by Per Samuelsson and
Johan Christenson: 1,250,000 New Shares. After the transaction, HealthCap
will own 12,405,584 shares.
* Norwegian Radium Hospital Research Foundation, represented on the Board of
Directors by Jónas Einarsson and Bente-Lill Romøren: 350,000 New Shares.
After the transaction, Norwegian Radium Hospital Research Foundation will
own 4,427,255 shares.
For further information, please contact:
Erik Digman Wiklund, CFO
Phone: +47 413 33 536
Email: erik.wiklund(at)targovax.com
About Targovax
Arming the patient's immune system to fight cancer.
Targovax is a clinical stage company focused on developing and commercializing
novel immuno-oncology therapies to target, primarily, treatment-resistant solid
tumors. Immuno-oncology is currently one of the fastest growing therapeutic
fields in medicine.
The Company's development pipeline is based on two novel proprietary platforms:
The first platform, ONCOS, uses oncolytic viruses, an emerging class of
biological therapy. ONCOS exclusively uses an adenovirus that has been
engineered to be an immune activator that selectively target cancer cells. In
phase I it has shown to immune activate at lesional level which was associated
with clinical benefit. We expect proof of concept data for this platform in
2017 from a clinical trial of lead product ONCOS-102 in patients with refractory
malignant melanoma.
The second platform, TG peptides (TG), solely targets tumors that express
mutated forms of the RAS protein. Mutations to this protein are common in many
cancers and are known to drive aggressive disease progression and treatment
resistance. There is a high unmet medical need for therapies that are effective
against tumors that express these mutations. The TG platform's therapeutic
potential stems from its ability to enable a patient's immune system to identify
and then destroy tumors bearing any RAS mutations. In early 2017, key proof of
concept data for the TG platform from a clinical trial of TG01 in resected
pancreatic cancer patients showed encouraging overall survival and will give
guidance for the future clinical development of this platform.
Targovax's development pipeline has three novel therapeutic candidates in
clinical development covering six indications.
Both platforms are protected by an extensive portfolio of IP and know-how and
have the potential to yield multiple product candidates in a cost-effective
manner. Additionally, we have other products in early stages of development.
In July 2016, the Company listed its shares on Oslo Axess. In March 2017, the
shares were upgraded to Oslo Børs, the main Oslo Stock Exchange.
IMPORTANT NOTICE:
This announcement is not and does not form a part of any offer for sale of
securities.
Copies of this announcement are not being made and may not be distributed or
sent into the United States, Australia, Canada, Japan or any other jurisdiction
in which such distribution would be unlawful or would require registration or
other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of the
Securities Act and in accordance with applicable U.S. state securities laws. The
Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
offering of the securities referred to in this announcement will be made by
means of a prospectus.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC
(together with any applicable implementing measures in any Member State, the
"Prospectus Directive"). Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained in
the aforementioned prospectus. In any EEA Member State other than Norway that
has implemented the Prospectus Directive, this communication is only addressed
to and is only directed at qualified investors in that Member State within the
meaning of the Prospectus Directive, i.e., only to investors who can receive the
offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not 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. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Targovax ASA via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 08.06.2017 - 22:30 Uhr
Sprache: Deutsch
News-ID 547131
Anzahl Zeichen: 12472
contact information:
Town:
Oslo
Kategorie:
Business News
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