Hansa Biopharma announces successful completion of SEK 1.1bn (USD 121m) placing of newly issued shares
A total of 4,447,345 shares have been placed by Morgan Stanley & Co International plc (“Morgan Stanley”), Kempen & Co and Zonda Partners at a price of SEK 250 per share to institutional investors. The Placing will raise proceeds to the Company of approximately SEK 1,112 million (USD 121 million) before issue costs. The board of directors resolved on the issuance of new ordinary shares pursuant to the authorization granted by the Annual General Meeting held on June 23, 2020. The shares being issued represent approximately 9.9 percent of the issued share capital of the Company after the Placing.
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR INTO ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
Lund, Sweden July 8, 2020. The intention to carry out the Placing was announced on July 8, 2020, after market close. Accordingly, the board of directors has now resolved to issue shares to certain institutional investors on the basis of the accelerated book building process conducted by Morgan Stanley, Kempen & Co and Zonda Partners.
Søren Tulstrup, President and Chief Executive Officer of Hansa Biopharma, said: ”Based on the positive opinion on imlifidase for kidney transplant adopted by the CHMP of the European Medicines Agency a few weeks ago, we are now preparing for a potential launch in Europe later this year while also taking important steps forward in our efforts to build a highly valuable pipeline of drug candidates targeting serious rare diseases across multiple indication universes, including the agreement announced just last week with Sarepta Therapeutics focused on enabling gene therapy in patients with Duchenne muscular dystrophy and Limb-girdle muscular dystrophy. The successful completion of this financing round enables us to maintain our strong momentum and we are very pleased with the strong interest seen from leading life science investors in the US and Europe to support our efforts”.
The net proceeds of the Placing will be used to continue the development and expansion of the Company’s R&D pipeline as well as to fund the potential launch and commercialization of imlifidase in kidney transplantation. More specifically, the proceeds will enable the Company to:
- Fund the Company’s ongoing and future R&D efforts, including development of imlifidase for additional indications such as antibody-mediated kidney transplant rejection (AMR), Guillain-Barré syndrome (GBS) and anti-GBM disease (anti-GBM);
- Fund Hansa Biopharma’s ongoing commercial build-up, including expanding the sales force, in preparation for the potential launch of imlifidase in kidney transplantation in highly sensitized patients in Europe;
- Continue to invest in the Company’s development of next generation IgG-eliminating enzymes for repeat dosing; and
- Fund working capital and general corporate purposes
The reasons for the deviation from the shareholders’ pre-emption rights are to secure a capital raise in a timely and cost-efficient manner, as well as to strengthen the shareholder base of the Company.
The directed issue will result in an increase of the number of ordinary shares in Hansa Biopharma by 4,447,345, from 40,026,107 to 44,473,452, and an increase of the share capital by SEK 4,447,345, resulting in a dilution of approximately 9.9 per cent for Hansa Biopharma’s existing shareholders after the directed issue. Following the Placing, the total number of shares in Hansa Biopharma will increase to 45,894,909 and the share capital will be SEK 45,894,909.
Subject to customary exceptions, the Company and the management and board members of the Company have agreed to undertake a lock-up commitment for 90 calendar days after settlement of the Placing.
The share issue was multiple times oversubscribed due to high demand from US, European and Swedish institutional investors including Redmile Group, Consonance Capital, HBM Healthcare Investments and Fonden TIN Ny Teknik.
In conjunction with the Placing, the Company engaged Morgan Stanley and Kempen & Co as joint bookrunners and Zonda Partners as co-manager, as well as Advokatfirman Vinge as legal adviser. White & Case acted as legal adviser to the banks.
THE RELEASE, ANNOUNCEMENT OR DISTRIBUTION OF THIS PRESS RELEASE MAY, IN CERTAIN JURISDICTIONS, BE SUBJECT TO RESTRICTIONS. THE RECIPIENTS OF THIS PRESS RELEASE IN JURISDICTIONS WHERE THIS PRESS RELEASE HAS BEEN PUBLISHED OR DISTRIBUTED SHALL INFORM THEMSELVES OF AND FOLLOW SUCH RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN HANSA BIOPHARMA IN ANY JURISDICTION, NEITHER FROM HANSA BIOPHARMA NOR FROM SOMEONE ELSE.
ANY INVESTMENT DECISION IN CONNECTION WITH THE PLACING MUST BE MADE ON THE BASIS OF ALL PUBLICLY AVAILABLE INFORMATION RELATING TO THE COMPANY AND THE COMPANY’S SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED BY MORGAN STANLEY & CO. INTERNATIONAL PLC, VAN LANSCHOT KEMPEN WEALTH MANAGEMENT NV OR ZONDA PARTNERS AB. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY OR COMPLETENESS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ALL OFFERS AND SALES OF SECURITIES OUTSIDE OF THE UNITED STATES WILL BE MADE IN RELIANCE ON, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO MAKE A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN OR AUSTRALIA.
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH A “RELEVANT MEMBER STATE”) AND THE UNITED KINGDOM SUBJECT TO REGULATION 2017/1129/EU (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES, THE “PROSPECTUS REGULATION”), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING THE PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE OR IN THE UNITED KINGDOM. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE OR IN THE UNITED KINGDOM PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS REGULATION.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN RELEVANT MEMBER STATES OF THE EUROPEAN ECONOMIC AREA AND IN THE UNITED KINGDOM WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”).
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO ARE “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) PERSONS FALLING WITHIN ARTICLE 49(2)(A)-(D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC”) OF THE ORDER ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS (“RELEVANT PERSONS”). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS. IN SWEDEN, THIS PRESS RELEASE IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS.
MORGAN STANLEY & CO. INTERNATIONAL PLC, VAN LANSCHOT KEMPEN WEALTH MANAGEMENT NV AND ZONDA PARTNERS AB ARE ACTING FOR HANSA BIOPHARMA AND FOR NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN HANSA BIOPHARMA FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF MORGAN STANLEY & CO. INTERNATIONAL PLC, VAN LANSCHOT KEMPEN WEALTH MANAGEMENT NV AND ZONDA PARTNERS AB OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. EITHER OF THE MORGAN STANLEY & CO. INTERNATIONAL PLC, VAN LANSCHOT KEMPEN WEALTH MANAGEMENT NV AND ZONDA PARTNERS AB MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE NEW SHARES IN THE PLACING (THE “ISSUE SHARES”) HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT THE ISSUE SHARES ARE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE ISSUE SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE ISSUE SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE ISSUE SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE PLACING. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, MORGAN STANLEY & CO. INTERNATIONAL PLC, VAN LANSCHOT KEMPEN WEALTH MANAGEMENT NV OR ZONDA PARTNERS AB WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE ISSUE SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE ISSUE SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT THE COMPANY’S INTENTIONS, BELIEFS, OR CURRENT EXPECTATIONS ABOUT AND TARGETS FOR THE COMPANY’S FUTURE RESULTS OF OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PERFORMANCE, PROSPECTS, ANTICIPATED GROWTH, STRATEGIES AND OPPORTUNITIES AND THE MARKETS IN WHICH THE COMPANY OPERATES. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS AND MAY BE IDENTIFIED BY WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “MAY”, “PLAN”, “ESTIMATE”, ��WILL”, “SHOULD”, “COULD”, “AIM” OR “MIGHT”, OR, IN EACH CASE, THEIR NEGATIVE, OR SIMILAR EXPRESSIONS. THE FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON VARIOUS ASSUMPTIONS, MANY OF WHICH ARE BASED, IN TURN, UPON FURTHER ASSUMPTIONS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN THESE FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO ASSURANCES THAT THEY WILL MATERIALIZE OR PROVE TO BE CORRECT. BECAUSE THESE STATEMENTS ARE BASED ON ASSUMPTIONS OR ESTIMATES AND ARE SUBJECT TO RISKS AND UNCERTAINTIES, THE ACTUAL RESULTS OR OUTCOME COULD DIFFER MATERIALLY FROM THOSE SET OUT IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF MANY FACTORS. SUCH RISKS, UNCERTAINTIES, CONTINGENCIES AND OTHER IMPORTANT FACTORS COULD CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN THIS RELEASE BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY DOES NOT GUARANTEE THAT THE ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE ARE FREE FROM ERRORS NOR DOES IT ACCEPT ANY RESPONSIBILITY FOR THE FUTURE ACCURACY OF THE OPINIONS EXPRESSED IN THIS PRESS RELEASE OR ANY OBLIGATION TO UPDATE OR REVISE THE STATEMENTS IN THIS PRESS RELEASE TO REFLECT SUBSEQUENT EVENTS. UNDUE RELIANCE SHOULD NOT BE PLACED ON THE FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE. THE INFORMATION, OPINIONS AND FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESS RELEASE SPEAK ONLY AS AT ITS DATE AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. NEITHER THE COMPANY NOR ANYONE ELSE UNDERTAKE ANY OBLIGATION TO REVIEW, UPDATE, CONFIRM OR TO RELEASE PUBLICLY ANY REVISIONS TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS THAT OCCUR OR CIRCUMSTANCES THAT ARISE IN RELATION TO THE CONTENT OF THIS PRESS RELEASE.