Valneva Launches a Capital Increase of Approximately €40 Million
Saint-Herblain (France), September 26, 2018 – Valneva SE ("Valneva" or "the Company"), a commercial stage biotech company focused on developing innovative lifesaving vaccines, today announced the launch of a capital increase of at least €40 million in a private placement of its ordinary shares.
The capital increase is to be conducted by means of an accelerated book-building reserved for qualified investors in the European Union and a simultaneous private placement in the United States to institutional "accredited investors" or "qualified institutional buyers".
Guggenheim Securities, LLC is acting as Lead Placement Agent and Oddo BHF is acting as Joint Placement Agent.
Key characteristics of the offering
Based on the volume weighted average price of the Company's shares on regulated market of Euronext Paris over the last 3 trading days (including today), the number of shares to be issued could amount up to ~15.5 million. Those new shares are to be placed with new and existing investors. The new shares, representing up to 20% of the issued share capital of the Company prior to the share capital increase, will be issued pursuant to a decision of the Company's Management Board, in accordance with the prior authorization of the Supervisory Board given on September 20, 2018 and pursuant to the seventeenth resolution of the annual general meeting of the shareholders of the Company held on June 28, 2018 and in accordance with articles L. 225-136 of the French Commercial code (code de commerce) and L. 411-2(II) of the French monetary and financial code (code monétaire et financier).
The Company will announce the results of the capital increase as soon as possible after closing of the book-building in a subsequent press release. Settlement and delivery of the new shares and admission to trading is expected to occur on October 1 st , 2018 on the regulated market of Euronext in Paris and as soon as possible thereafter on the regulated market of the Vienna Stock Exchange (Austria).
The offering is not subject to a prospectus to be approved by the French financial markets authority (Autorité des marchés financiers).
Use of proceeds
The offering proceeds raised will be used to pursue the clinical development of the Company's pipeline candidates, notably its vaccine candidates against Lyme and Chikungunya, as well as for working capital and general corporate purposes. Net proceeds will reinforce the cash position of the Company which amounted to €37.7 million at the end of June 2018.
Valneva will enter into a lock-up agreement ending 90 calendar days after the date of the closing of the offering which, subject to customary exceptions, limits the Company's ability to issue additional shares during the lock-up period. The Company's Management Board members, members of the Supervisory Board holding Valneva shares or equity warrants and Valneva's three largest shareholders have signed lock-up agreements with regard to the Company's shares that they hold, restricting their ability to sell or transfer those shares for the same 90 day period.
Attention is drawn to the risk factors related to the Company and its activities presented in section 1.5 of the Company's half year financial report published on August 2, 2018 and section A.5 of the 2017 registration document filed with the Autorité des marchés financiers on March 21, 2018 under number D.18-0159, which is available on the Autorité des marchés financiers website (www.amf-france.org) or on the Company's website ( www.valneva.com ).
This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
About Valneva SE
Valneva is a fully integrated, commercial stage biotech company focused on developing innovative life-saving vaccines.
Valneva's portfolio includes two commercial vaccines for travelers: IXIARO ® /JESPECT ® indicated for the prevention of Japanese encephalitis and DUKORAL ® indicated for the prevention of cholera and, in some countries, prevention of diarrhea caused by ETEC. The Company has various vaccines in development including a unique vaccine against Lyme disease. Valneva has operations in Austria, Sweden, the United Kingdom, France, Canada and the US with over 450 employees. More information is available at www.valneva.com .
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This press release contains certain forward-looking statements relating to the business of Valneva, including with respect to the progress, timing and completion of research, development and clinical trials for product candidates, the ability to manufacture, market, commercialize and achieve market acceptance for product candidates, the ability to protect intellectual property and operate the business without infringing on the intellectual property rights of others, estimates for future performance and estimates regarding anticipated operating losses, future revenues, capital requirements and needs for additional financing. In addition, even if the actual results or development of Valneva are consistent with the forward-looking statements contained in this press release, those results or developments of Valneva may not be indicative of their in the future. In some cases, you can identify forward-looking statements by words such as "could," "should," "may," "expects," "anticipates," "believes," "intends," "estimates," "aims," "targets," or similar words. These forward-looking statements are based largely on the current expectations of Valneva as of the date of this press release and are subject to a number of known and unknown risks and uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by these forward-looking statements. In particular, the expectations of Valneva could be affected by, among other things, uncertainties involved in the development and manufacture of vaccines, unexpected clinical trial results, unexpected regulatory actions or delays, competition in general, currency fluctuations, the impact of the global and European credit crisis, and the ability to obtain or maintain patent or other proprietary intellectual property protection. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements made during this presentation will in fact be realized. Valneva is providing the information in these materials as of this press release, and disclaim any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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This communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures, and/or (ii) are outside the United Kingdom, and/or (iii) have professional experience in matters relating to investments who fall within the definition of "investment professionals" contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (iii) above together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. 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.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the "Prospectus Directive").
With respect to the member States of the European Economic Area which have implemented the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State. As a result, the securities may not and will not be offered in any relevant member State except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member State, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.
For the purposes of the provisions above, the expression "offer to the public" in relation to any securities in any relevant member State, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the securities to be offered, thereby enabling an investor to decide to purchase or subscribe for the securities, as the same may be varied in that relevant member State.
These selling restrictions with respect to relevant member States apply in addition to any other selling restrictions which may be applicable in the relevant member States.
The securities referred to herein have not been and will not be offered or sold or cause to be offered or sold, directly or indirectly, to the public in France. Any offer or sale of the securities and distribution of any offering material relating to the securities referred to herein have been and will be made in France only to (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés) and/or a restricted circle of investors acting for their own account, as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French monetary and financial code (code monétaire et financier).
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Source: VALNEVA via GlobeNewswire