Bli medlem
Bli medlem

Du är här

2020-06-09

BioInvent successfully completes a directed share issue of approximately SEK 487 million (approximately EUR 47 million)

Lund, Sweden - 9 June 2020 - The Board of Directors of BioInvent International AB ("BioInvent" or the "Company") (OMXS: BINV) has resolved to issue 352,710,138 shares (the "New Shares") in a directed share issue to Swedish and international institutional investors, where 81,927,532 New Shares are issued based on the authorization granted by the Annual General Meeting on 28 May 2020, and 270,782,606 New Shares are issued subject to the approval of an Extraordinary General Meeting ("EGM") (together the "Directed Share Issue").

  • The price for the New Shares is SEK 1.38 per share and corresponds to the 10-day VWAP prior to and including 8 June 2020, which represents a premium of approximately 3.8 per cent from the closing price on Nasdaq Stockholm on 8 June 2020. 
  • Investors in the Directed Share Issue are a number of Swedish and international investors, including new investors such as HBM Healthcare Investments Ltd. ("HBM"), Swedbank Robur Medica and Invus Public Equities, L.P. as well as existing shareholders Van Herk Investments B.V., Omega Funds, The Fourth Swedish National Pension Fund and Handelsbanken Healthcare Fund.

  • Further to the investment made by HBM, it is proposed that HBM will nominate a new member to the Board of Directors of the Company, to be elected by the EGM, to be held on 3 July 2020.

  • Through the Directed Share Issue, BioInvent will receive proceeds amounting to approximately SEK 487 million (approximately EUR 47 million) before transaction costs.
  • Following the successful completion of the Directed Share Issue and in the interest of shareholders who did not participate in the Directed Share Issue, the Board of Directors intends to launch a non-guaranteed preferential rights issue (repair issue) of new shares representing a maximum of approximately SEK 146 million (approximately EUR 14 million), at a price equal to the price for the New Shares, i.e. SEK 1.38 (the "Subsequent Offering") in July 2020. Investors participating in the Directed Share Issue have agreed not to participate in the Subsequent Offering, nor exercise or transfer any subscription rights obtained in the Subsequent Offering.

Comments from the CEO and shareholders

"We are very pleased to complete this share issue and to welcome HBM Healthcare Investments Ltd and Swedbank Robur Medica as two of the largest shareholders in BioInvent," said BioInvent's CEO, Martin Welschof. "We are also grateful for the continued support from Van Herk Investments, Omega Funds, the Fourth Swedish National Pension Fund and Handelsbanken Healthcare Fund. BioInvent has a strong clinical oncology portfolio leveraging a number of first-in-class antibodies with unique and novel mechanisms of action aimed at therapeutic indications with significant unmet medical needs.

The funds raised will be used to reach several near- and mid-term milestones, including early results from the Phase I open label study with the combination of BI-1206 and rituximab in indolent NHL during the second half of 2020.

Other upcoming milestones include initiation of a Phase l/lla study of BI-1206 in combination with pembrolizumab, with early results from the Phase I part expected in the second half of 2021. BioInvent is also expecting to advance three compounds into clinical programs: the anti-TNFR2 antibody BI-1808, as single agent and in combination, in 2020; BT-001, a next generation oncolytic viruses expressing an anti-CTLA-4 antibody in partnership with Transgene, the first-in-human trial is expected to start before the end of 2020; and the anti-FcγRllB antibody BI-1607 in combination with a checkpoint inhibitor in 2021."

"HBM Healthcare Investments is an active long-term investor in the entrepreneurial biotech and healthcare sector. We have been impressed with BioInvent's powerful technology platform and expanding pipeline of innovative cancer drug candidates, and are excited to participate in the company's next development steps", said Dr. Ivo Staijen, Investment Advisor at HBM Partners AG, which advises HBM Healthcare Investments.

"Omega Funds is thrilled to continue supporting Bioinvent, in particular now on the cusp of several first-in-class agents clinical readouts. The company has made impressive scientific progressstrengthened its leadership, and the added financial resources should help ensure these are fully exploited in the clinic for the benefit of cancer patients", said Vincent Ossipow, Partner at Omega Funds.

"As the largest shareholder in BioInvent, Van Herk Investments has been pleased with the strong progress the company has made leveraging its technology platform and moving its oncology treatments through clinical development. Van Herk Investments looks forward to continuing the constructive relationship with the company as it approaches the important milestones ahead", said Dharminder Chahal, Member of the Board of Directors of BioInvent.

The Directed Share Issue

The price for the New Shares is SEK 1.38 per share and corresponds to the volume weighted average share price (VWAP) during the last 10 trading days on Nasdaq Stockholm prior to and including 8 June 2020, which represents a premium of approximately 3.8 per cent from the closing price on 8 June 2020. 

The price per share in the Directed Share Issue has been resolved by the Board of Directors in consultation with the Joint Global Coordinators, based on the assessment of investor interest. Through the Directed Share Issue, BioInvent will receive proceeds amounting to approximately SEK 487 million before transaction costs. Investors in the Directed Share Issue are a number of Swedish and international investors, including reputable new investors such as HBM, Swedbank Robur Medica and Invus Public Equities, L.P. as well as current shareholders such as Van Herk Investments B.V., Omega Funds, The Fourth Swedish National Pension Fund and Handelsbanken Healthcare Fund.

The Directed Share Issue consists of two separate tranches: one tranche amounting to 81,927,532 New Shares based on the authorization granted by the Annual General Meeting held on 28 May 2020 ("Tranche 1") and a second tranche amounting to 270,782,606 New Shares, which will be subject to the approval of the EGM ("Tranche 2").

The first day of trading for the New Shares of Tranche 1 will be on or about 12 June 2020.

As for Tranche 2, the Company's principal shareholders, Van Herk Investments B.V., TSGH (Compagnie Merieux Alliance), Omega Funds and the Fourth National Swedish Pension Fund, who together hold approximately 21 percent of the shares and votes in BioInvent after Tranche 1 have committed to vote in favor to approve the Board of Directors' decision to issue the New Shares of Tranche 2 at the EGM. Subject to the approval of the EGM, the first day of trading for the New Shares of Tranche 2 is expected to be on or about 9 July 2020.

Investors in the Directed Share Issue include new investors such as HBM and Invus Public Equities, L.P., both investing in Tranche 2, and Swedbank Robur Medica, investing in Tranche 1, and existing shareholders Van Herk Investments B.V., Omega Funds and The Fourth Swedish National Pension Fund, all investing in Tranche 2, and Handelsbanken Healthcare Fund, investing in Tranche 1. Further to the investment made by HBM, it is proposed that HBM will nominate a new member to the Board of Directors of the Company, to be elected at the EGM.

The Company will prepare a listing prospectus which is expected to be approved by the Swedish Financial Supervisory Authority on or about 8 July 2020, i.e. before the New Shares of Tranche 2 are subject to trading.

The reasons for deviating from the shareholders' preferential rights are to diversify the shareholder base in the Company amongst Swedish and international institutional investors and at the same time raise capital in a time and cost-efficient manner. The Board of Directors' assessment is that the price per share in the Directed Share Issue is in accordance with market conditions.

The Directed Share Issue will entail a dilution of approximately 41.3 percent of the number of outstanding shares and votes in the Company. Through the Directed Share Issue, the number of outstanding shares and votes in the Company will by Tranche 1 increase from 501,769,896 to 583,697,428 and by Tranche 2 from 583,697,428 to 854,480,034. The share capital will by Tranche 1 increase from SEK 40,141,591.68 to SEK 46,695,794.24 and by Tranche 2 from SEK 46,695,794.24 to SEK 68,358,402.72.

The completion of the Directed Share Issue is subject to certain customary conditions of the placing agreement entered into by the Company with the Joint Global Coordinators in connection with the Directed Share Issue, whereby the Joint Global Coordinators may for customary reasons terminate the placing in full if it occurs before settlement of Tranche 1 and only in relation to Tranche 2 if such termination occurs after the settlement of Tranche 1 but before the settlement of Tranche 2.

Background and reasons

The net proceeds from the Directed Share Issue are mainly intended for (i) progressing and expanding the clinical development of the Company's lead antibody, BI-1206, for treatment of Non-Hodgkin Lymphoma and in combination with pembrolizumab (KEYTRUDA[®]) in advanced solid cancers, (ii) advancing three compounds into clinical programs (BI-1808, BI-1607 and BT-001) and (iii) continued development of the Company's prioritized preclinical programs with the aim to generate additional clinical programs. The net proceeds are estimated to be distributed by approximately 25 percent, 40 percent and 35 percent between these three main areas, respectively.

Lock-up undertakings

In connection with the Directed Share Issue, the Company has undertaken, subject to customary exceptions and the completion of the Directed Share Issue and save for the Subsequent Offering (see below), to not issue additional shares for a period of 180 days as from launch of the Directed Share Issue. In addition, members of the Board of Directors of BioInvent and management of BioInvent holding shares have undertaken to not sell shares in the Company for a period of 180 days as from launch of the Directed Share Issue, subject to customary exceptions. Furthermore, Van Herk Investment B.V., TSGH (Compagnie Merieux Alliance) and Omega Funds, have agreed to not sell any shares held in the Company or acquired in the Directed Share Issue, for a period of 180 days as from launch of the Directed Share Issue, subject to customary exceptions.

Subsequent Offering - Repair issue

In the interest of shareholders who did not participate in the Directed Share Issue and subject to the successful completion of the Directed Share Issue and the EGM resolving to authorize the Board of Directors to issue new shares, it is the intent of the Board of Directors to launch a rights issue (repair issue) in July 2020, generating gross proceeds corresponding to not more than approximately SEK 146 million at a price equal to the price for the New Shares, i.e. SEK 1.38. The Subsequent Offering will take place as a rights issue with preferential rights for the current shareholders, however investors participating in the Directed Share Issue have agreed not to participate in the Subsequent Offering, nor exercise or transfer any subscription rights obtained in the Subsequent Offering.

Advisors

Van Lanschot Kempen Wealth Management N.V. and Pareto Securities AB have been appointed as Joint Global Coordinators in connection with the Directed Share Issue (only). Mannheimer Swartling Advokatbyrå acts as legal counsel to the Company a...

Författare BioInvent

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.