Bavarian Nordic Enters Conditional Agreement for the Acquisition of
Shares and Buy Back of Stock Opt
(Thomson Reuters ONE) - Kvistgaard, Denmark, November 11, 2009 - Bavarian Nordic A/S (OMX:BAVA) announced today that the company has entered into a conditionalagreement for the purchase of 400,521 shares in the US subsidiary, BNImmunoTherapeutics Inc., from the CEO and President Reiner Laus andtwo former employees in the subsidiary with the purpose of obtainingfull ownership of the subsidiary. Further, stock options issued toemployees in the subsidiary are repurchased. This transaction formspart of Bavarian Nordic's strategy to strengthen the cancer businessarea and will give the company full control over the group'sactivities in this field.Overall, the agreement is value neutral for Bavarian Nordic and itdoes not affect the company's previously announced expectations forthe 2009 full year results.The agreement will have no consequences for the future strategy,organisation and operation of BN ImmunoTherapeutics Inc.Anders Hedegaard, President & CEO of Bavarian Nordic said: "With thecurrent positive developments in our cancer research, it is essentialfor us to gain the full operational control and thus we want the fullownership of BN ImmunoTherapeutics. Furthermore, it also strengthensour position in the ongoing discussions with potential partners onthe out-licensing and continued development of PROSTVAC(TM)."Terms for the transactionThe transaction will be carried out in connection with a mergerbetween BN ImmunoTherapeutics Inc. and Bavarian Nordic Holding Inc.As part hereof, 400,521 shares in BN ImmunoTherapeutics Inc. will beacquired whereby the company owns 100% of the share capital in thesubsidiary.The consideration to Reiner Laus and the two former employees will bepaid in part with 136,177 new shares of DKK 10 each in BavarianNordic A/S and in part with a number of future milestone paymentsthat are triggered upon the successful completion of a number ofpre-defined development milestones. The total consideration includingmilestone payments amount to a maximum of DKK 52 million. Therisk-adjusted net present value amounts to DKK 33 million. Inaddition to this a separate agreement regarding cancellation ofcertain contractual rights, including anti-dilution rights, regardingBN ImmunoTherapeutics Inc., has been entered into with Reiner Laus.As compensation Reiner Laus has the right to a number of futuremilestone payments which are triggered upon successful completion ofpre-defined development milestones. These milestone payments amountto a maximum of DKK 26 million. The risk-adjusted net present valueamounts to DKK 3 million.Furthermore, as part of the transaction, Bavarian Nordic has offeredcash payments to buy back stock options from current and formeremployees in BN ImmunoTherapeutics Inc. The company expects that thestock option holders will accept this offer.The acquisition of shares in the subsidiary and the above mentionedterms for the transaction are among others conditioned upon theacceptance by the stock option holders of the above mentioned offerno later than 20 business days from this date.Background for issue of new sharesAs partial consideration, Bavarian Nordic A/S will increase its sharecapital and issue a total of 136,177 new shares, each with a nominalvalue of DKK 10. The offering of new shares will be made to the abovementioned holders of shares in BN ImmunoTherapeutics Inc. Existingshareholders will not have pre-emption rights.The issue of shares will be made through a non-cash contribution ofshares in BN ImmunoTherapeutics Inc.The issue of shares is made in accordance with Article 5a of thecompany's Articles of Association, whereby the Board of Directors isauthorized to increase the company's share capital in one or moreissues with a total of nominally DKK 20,000,000 (20,000,000 shares ofDKK 1).The subscription price is determined as the closing price of thecompany's share on NASDAQ OMX Copenhagen on 10 November 2009 added a5 % premium.With regard to the new shares issued in this transaction to CEO &President of BN ImmunoTherapeutics, Reiner Laus, these are covered bya lock-up period for one year, but otherwise carry the same rights asthe company's existing shares. The new shares will be admitted totrading and officially listed on NASDAQ OMX Copenhagen, expectedly bythe end of December 2009.The company's share capital will after the issue of new shares benominally DKK 79,517,450 divided into 7,951,745 shares each with anominal value of DKK 10.Asger AamundChairman of the BoardContactAnders Hedegaard, President & CEO. Phone +45 23 20 30 64http://hugin.info/100065/R/1354126/328239.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 11.11.2009 - 09:11 Uhr
Sprache: Deutsch
News-ID 8217
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