- Proceeds used to accelerate early stage pipeline, inclusive of MP0310, MP0317 and the SARS-CoV-2 antiviral program MP0420
Zurich-Schlieren, Switzerland, July 6, 2020. Molecular Partners AG (SIX: MOLN), a clinical-stage biotech company that is developing a new class of custom-built protein therapeutics known as DARPin® therapeutics, today announced the launch of a private placement of up to approximately 5.5 million newly issued shares with a nominal value of CHF 0.10 each (the Offered Shares), to be issued from existing authorized share capital of the company under exclusion of the existing shareholders’ pre-emptive rights by way of an accelerated bookbuilding (the Offering).
The offer price will be determined through an accelerated bookbuilding process (the Bookbuilding) which starts immediately and the Offered Shares will be offered exclusively to (a) professional investors in Switzerland on the basis of applicable exemptions from the prospectus requirements under the Swiss Financial Services Act and outside of the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), (b) certain qualifying investors outside of Switzerland and outside of the United States by way of private offerings in reliance on Regulation S under the U.S. Securities Act and exemptions from prospectus, registration and/or filing requirements available under local securities laws and (c) a limited number of persons within the United States who are reasonably believed to be qualified institutional buyers in a private placement pursuant to Section 4(a)(2) of the U.S. Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
The offer price of the Offered Shares and the final number of shares will be announced upon completion of the Bookbuilding, which is expected prior to market opening on July 7, 2020.
As a result of the capital increase and assuming all Offered Shares are placed, Molecular Partners AG’s registered share capital will increase by approximately 25% from CHF 2,160,119.20 to CHF 2,712,928.10, divided into 27,129,281 registered shares with a nominal value of CHF 0.10 each. Molecular Partners AG intends to use the net proceeds from the Offering to fund R&D activities as well as for general corporate purposes.
The Offered Shares, if issued, are expected to be listed and admitted to trading on SIX Swiss Exchange as of July 9, 2020. Payment and settlement is expected to take place on the same date. The Offered Shares will rank pari passu with the existing shares.
The company, members of the board of directors and members of the management board have agreed to a 90-day lock-up period after settlement of the Offered Shares, subject to certain customary exceptions.
SVB Leerink LLC, Cowen and Company, LLC, Credit Suisse AG and Van Lanschot Kempen Wealth Management N.V. are acting as Joint Bookrunners.
About Molecular Partners AG
Molecular Partners AG is a clinical-stage biotech company developing a new class of custom-built proteins known as DARPin® therapeutics, designed to address challenges current modalities cannot. The company has compounds in various stages of clinical and preclinical development with a focus on oncology. Molecular Partners has formed partnerships with leading pharmaceutical companies to advance DARPin® therapeutics across multiple therapeutic areas.
For further details, please contact:
Seth Lewis, SVP IR, Comms, & Strategy
Tel: +1 781 420 2361
Tom Donovan, U.S. Media
Tel: +1 857 559 3397
Thomas Schneckenburger, IR & European Media
Tel: +41 79 407 9952
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC OFFERING OF SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER, WHICH WOULD CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
THIS PRESS RELEASE IS NOT A PROSPECTUS AND IS NOT INTENDED TO CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN, AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO, THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW. THERE WILL BE NO PUBLIC OFFERING OF ANY OF THE COMPANY’S SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. INVESTORS SHOULD NOT PURCHASE ANY SECURITIES REFERRED TO IN THIS PRESS RELEASE ON THE BASIS OF THE INFORMATION CONTAINED HEREIN.
THIS PRESS RELEASE DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN THE COMPANY AND THE COMPANY’S SECURITIES. THE INFORMATION IN THIS PRESS RELEASE IS SUBJECT TO CHANGE. NO OBLIGATION IS UNDERTAKEN TO UPDATE THIS PRESS RELEASE OR CORRECT ANY INACCURACIES, AND THE DISTRIBUTION OF THIS PRESS RELEASE SHALL NOT BE DEEMED TO BE ANY FORM OF COMMITMENT ON THE PART OF THE COMPANY TO PROCEED WITH ANY TRANSACTION OR ARRANGEMENT REFERRED TO HEREIN. THIS PRESS RELEASE HAS NOT BEEN APPROVED BY ANY COMPETENT REGULATORY AUTHORITY.
The offer referred to herein, when made in member states of the European Economic Area (EEA) and the United Kingdom, is only addressed to and directed to “qualified investors” within the meaning of Article 2(e) the Prospectus Regulation (Qualified Investors). For these purposes, the expression Prospectus Regulation means Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.
If located in a relevant state, each person who initially acquires any securities, and to the extent applicable any funds on behalf of which such person acquires such securities that are located in a relevant state, or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above.
The offer of the securities referred to herein will be made pursuant to exemptions under the Prospectus Regulation from the requirement to produce a prospectus in connection with offers of securities.
For readers in the United Kingdom, this press release is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) (Investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) (“High net worth companies, unincorporated associations etc.”) of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as relevant persons). The Offered Shares are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Offered Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
The offering of the shares in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (FinSA) because such offering is made to professional clients within the meaning of the FinSA only. This press release does not constitute a prospectus as such term is understood pursuant to the FinSA, the Swiss Code of Obligations in its version as it was effective immediately prior to the entering into force of the FinSA or pursuant to the listing rules of any stock exchange or regulated trading venue in Switzerland.
This press release does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase the Offered Shares, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding the Offered Shares. An investment decision to buy any of the Offered Shares must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, SVB Leerink LLC, Cowen and Company, LLC, Credit Suisse AG or Van Lanschot Kempen Wealth Management N.V. or any of their respective affiliates (the Managers). The Managers are acting only for the company in connection with the Offering and no one else. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Managers as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Information to Distributors
Solely for the purposes of the product governance requirements of 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 securities the subject of the offering described herein have been subject to a product approval process, which has determined that such securities 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 securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities 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 offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers 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 securities.
Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
This press release may contain certain forward-looking statements relating to the company and its business. Although the company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this press release about future events are subject to (i) change without notice and (ii) factors beyond the company’s control. These statements may include, without limitation, any statements preceded by, followed by, or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could”, and other words and terms of similar meaning or the negative thereof. Forward-looking statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. Except as required by law, the company assumes no obligation to update any such forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.