IPO bookbuilding resumes

IPO bookbuilding resumes

Molecular Partners’ IPO bookbuilding resumes with support from Allergan as well as other anchor investors

Zurich-Schlieren, November 3, 2014. Molecular Partners AG announced today to resume the bookbuilding process for its Initial Public Offering (IPO) on the SIX Swiss Exchange on revised transaction terms. The price for the offered registered shares with a nominal value of CHF0.10 each has been fixed at CHF22.4 per share, which implies a post money equity value on a fully-diluted basis of approximately CHF485 million (prior to exercise of the over-allotment option).

The total base offer (Base Offer) is unchanged and will consist of 4,400,000 offered registered shares (Offered Shares) to be offered by Molecular Partners, comprising 4,307,000 newly-issued registered shares and 93,000 existing registered shares to be sold by the Company on behalf of certain management and founding shareholders, solely in order for them to cover wealth tax liabilities in connection with the IPO. Molecular Partners has also granted the syndicate banks an over-allotment option of up to 660,000 newly-issued registered shares, which can be exercised within 30 calendar days after the first day of trading on the SIX Swiss Exchange.

Allergan, Inc. (NYSE: AGN), as strategic partner to Molecular Partners on the lead product abicipar pegol, will strongly support the IPO of Molecular Partners with an anchor order.

In relation to the issued share capital post IPO, the number of Offered Shares of 4,400,000 registered shares will represent approximately 22.8% of the issued share capital upon completion of the offering (prior to exercise of the over-allotment option) or approximately 25.4% of the issued share capital upon potential full exercise of the over-allotment option of up to 660,000 newly-issued registered shares, respectively. The founders and executive management consider themselves to be long-term shareholders. Molecular Partners AG, management shareholders, the members of the Board of Directors and certain other shareholders have committed to lock-up arrangements customary for such a transaction.

The IPO of Molecular Partners consists of a public offering to investors in Switzerland, private placements in certain jurisdictions outside of Switzerland and the United States, in each case in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and on exemptions provided by the EU Prospectus Directive in accordance with applicable securities laws, as well as in reliance on other exemptions from the registration requirements of the Securities Act for non-public offerings including to Qualified Institutional Buyers in the United States in reliance on Rule 144A under the Securities Act.

Gross proceeds will be c. CHF96 million (prior to exercise of the over-allotment option). Molecular Partners intends to use the proceeds to fund the continued development of proprietary DARPin™ product candidates, and for investments in R&D activities and capabilities, the financing of potential in-licensing or acquisition of complementary businesses and technologies and general corporate purposes. The combination of the revised IPO proceeds, existing cash and expected milestone payments from partners will provide sufficient funding and access to resources for the company to execute on its strategy.

J.P. Morgan is acting as the Sole Global Coordinator and Joint Bookrunner and UBS Investment Bank is acting as Joint Bookrunner. Cowen and Company and Bank am Bellevue are acting as Co-Managers in connection with the IPO.

Molecular Partners puts IPO on hold

Zurich-Schlieren, October 21, 2014. Molecular Partners AG, announced today that due to adverse market conditions the Initial Public Offering (IPO) on SIX Swiss Exchange has been put on hold until further notice.

The bookbuilding process commenced on 8 October 2014 and ended on 21 October. The first trading day of Molecular Partners AG’s registered shares on SIX Swiss Exchange was originally planned to take place on Wednesday, 22 October 2014.

Molecular Partners sets the price range for its IPO at CHF 28 to CHF 35 per share

Zurich-Schlieren, October 8, 2014. Molecular Partners AG, a clinical-stage biopharmaceutical company focused on the discovery and development of a pioneering class of protein therapeutics called DARPinsâ„¢ for the treatment of severe or life-threatening diseases, announced today the launch of its initial public offering (IPO) on SIX Swiss Exchange with the publication of the offering and listing memorandum and the start of the bookbuilding process. The price range for the offered registered shares with a nominal value of CHF 0.10 each has been set at CHF 28 to CHF 35, which implies a pre-money equity value on a fully-diluted basis of approximately CHF 490 million to CHF 610 million for the company before considering the primary proceeds (and prior to exercise of the over-allotment option).

The total base offer (Base Offer) will consist of up to 4,400,000 offered registered shares (Offered Shares) to be offered by Molecular Partners, comprising 4,307,000 newly-issued registered shares and 93,000 existing registered shares to be acquired by the Company from certain management shareholders and founders, solely in order for them to cover tax liabilities in connection with the IPO. Molecular Partners has also granted the syndicate banks an over-allotment option of up to 660,000 newly-issued registered shares, which can be exercised within 30 calendar days after the first day of trading on the SIX Swiss Exchange.

In relation to the issued share capital post IPO, the number of Offered Shares of up to 4,400,000 registered shares will represent approximately 22.8% of the issued share capital upon completion of the offering (prior to exercise of the over-allotment option). The overallotment option of up to 660,000 registered shares corresponds to approximately 15% of the Base Offer. The founders and executive management consider themselves to be longterm shareholders. Molecular Partners AG, management shareholders, the members of the Board of Directors and certain other shareholders have committed to lock-up arrangements customary for such a transaction.

The IPO of Molecular Partners consists of a public offering to investors in Switzerland, private placements in certain jurisdictions outside of Switzerland and the United States, in each case in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and on exemptions provided by the EU Prospectus Directive in accordance with applicable securities laws, as well as of private placements to Qualified Institutional Buyers in the United States in reliance on Rule 144A under the Securities Act.

Gross proceeds will range from CHF 121 million to 151 million (prior to exercise of the over-allotment option). Molecular Partners intends to use the proceeds to fund the continued development of proprietary DARPin™ product candidates, and for investments in R&D activities and capabilities, the financing of potential in-licensing or acquisition of complementary businesses and technologies and general corporate purposes.

The bookbuilding process commences on 8 October 2014 and is expected to end on 21 October. The announcement of the final offer price and the final number of Offered Shares is expected to be published on 22 October 2014. The listing and commencement of trading in Molecular Partners shares on SIX Swiss Exchange is expected to take place on 22 October 2014.

J.P. Morgan is acting as the Sole Global Coordinator and Joint Bookrunner and UBS Investment Bank is acting as Joint Bookrunner. Cowen and Company and Bank am Bellevue are acting as Co-Managers in connection with the IPO.

Molecular Partners launches IPO on SIX Swiss Exchange

Zurich‐Schlieren, September 23, 2014. Molecular Partners AG announced today its plans to list its shares on the SIX Swiss Exchange in the fourth quarter of 2014. The initial public offering (IPO) will enable the company to continue to advance and expand its proprietary pipeline and technology platform.

Molecular Partners is a clinical stage biopharmaceutical company based in Switzerland that focuses on the discovery and development of a pioneering class of protein therapies called DARPinsTM.

The company’s purpose is to discover and develop multi‐benefit therapies to treat pa‐ tients with severe or life‐threatening diseases, with a focus on diseases of the eye (oph‐ thalmology) and cancer (oncology). Its most advanced product candidate, abicipar pegol (Abicipar), is partnered with Allergan, Inc. (Allergan) and is being developed for the treat‐ ment of wet age‐related macular degeneration (or wet‐AMD), a leading cause of blindness in the developed world. Abicipar is also being developed for diabetic macular edema (or DME), a leading cause of blindness in the working‐age populations in the developed world. Allergan expects to initiate a Phase III clinical trial for Abicipar in wet‐AMD in the second quarter of 2015. Other activities in the area of ophthalmology include development of a preclinical stage multi‐benefit DARPin™ partnered with Allergan that is designed to inhibit vascular endothelial growth factor A (or VEGF) and platelet derived growth factor (or PDGF), two key pathways involved in wet AMD.

In oncology, Molecular Partners’ most advanced proprietary product candidate is MP0250, a multi‐benefit DARPin™ that targets VEGF and hepatocyte growth factor (or  HGF), two key pathways involved in tumor growth. MP0250 is currently in Phase I clinical development for the treatment of a variety of solid tumors. In addition, the company is developing MP0274, a proprietary product candidate in early preclinical development that is designed to bind to human epidermal growth factor receptor 2 (or HER2), a receptor protein that promotes the growth of cancer cells. MP0274 is being developed as a poten‐ tially more potent alternative to enhance efficacy versus currently marketed HER2‐ targeted therapies.

Molecular Partners has an experienced board and management team including key founders. It is backed by leading venture capital investors Essex Woodlands Health Ven‐ tures, Index Ventures and Johnson & Johnson Development Corporation, BB Biotech Ven‐ tures and Endeavour Vision. To broaden the reach of the DARPin™ platform, Molecular Partners has forged powerful partnerships with blue chip pharmaceutical companies, such as Allergan and F. Hoffmann‐La Roche Ltd (Roche) through which it is able to access the significant expertise and know‐how of its partners. To date, Molecular Partners has raised approximately CHF56 million of venture capital and collected approximately CHF161 mil‐ lion of non‐equity funding from its blue chip partners.

Just yesterday, Molecular Partners was named by FierceBiotech as one of 2014’s Fierce 15 biotechnology companies, designating it as one of the most promising private biotechnol‐ ogy companies in the industry. The internationally recognized daily industry report evalu‐ ates hundreds of private biotechnology companies from around the world for its annual Fierce 15 list, which is based on a variety of factors such as the strength of its technology, partnerships, venture backers and competitive market position.

Molecular Partners intends to complete the IPO in the fourth quarter of 2014. The pro‐ ceeds of the primary offering of approximately CHF 125 million (pre‐overallotment option) will be used to fund the continued development of proprietary DARPin™ product candi‐ dates, and for investments in R&D activities and capabilities, the financing of in‐licensing or acquisition of complementary businesses and technologies and general corporate pur‐ poses.

Christian Zahnd, CEO of Molecular Partners, comments: “Together with my founding partners, we started the business ten years ago. Since then we have successfully developed Molecular Partners as a pioneer in the development of multi-benefit therapies with the vision to transform the lives of patients. Today, Molecular Partners is developing an exciting and rich pipeline of four DARPin™ product candidates and several research programs targeting high value indications. Our work focuses on significantly improving the lives of patients in need and to create long‐term value to our shareholders. I am enthusiastic about the prospects of continuing to build a sustainable biopharmaceutical company and the future growth which will be supported by the planned IPO.”

J.P. Morgan is acting as the Sole Global Coordinator and Joint Bookrunner and UBS Investment Bank is acting as Joint Bookrunner. Cowen and Company and Bank am Bellevue are acting as Co‐Managers in connection with the IPO.

FierceBiotech names Molecular Partners as one of its “Fierce 15” Biotech Companies of 2014

Molecular Partners today announced that it has been named by FierceBiotech as one of 2014’s Fierce 15 biotechnology companies, designating it as one of the most promising private biotechnology companies in the industry.

“In an environment where so many biotechs are looking for a quick exit to please their investors, it’s refreshing to see a company working to lay down roots and stick around for the long haul,” says Damian Garde, editor of FierceBiotech. “And Molecular Partners is going about it practically, doubling down on a validated platform as it expands its pipeline.”

Molecular Partners is a clinical-stage biopharmaceutical company developing DARPins™, a new class of small protein therapies with the potential to significantly improve the management of serious diseases, including cancer and sight-threatening disorders. DARPins™ are potent, specific and versatile therapies that are designed to function as a team to inhibit multiple disease-specific targets.

“We are honored that FierceBiotech has recognized Molecular Partners as one of the top biopharmaceutical companies worldwide,” said Christian Zahnd, PhD, Chief Executive Officer of Molecular Partners. “This distinction is especially meaningful as we rapidly advance our robust pipeline of DARPin™ therapies, which has been validated through our partnerships with industry leaders. DARPins™ can allow us access to a field of drug discovery with significant potential for improving the health of patients, the idea that drives every decision we make.”

The Fierce 15 celebrates the spirit of being “fierce” – championing innovation and creativity, even in the face of intense competition. Every year, FierceBiotech evaluates hundreds of private companies from around the world for its annual Fierce 15 list, which is based on a variety of factors such as the strength of its technology, partnerships, venture backers and a competitive market position. This is FierceBiotech’s twelfth annual Fierce 15 selection. A complete list of “Fierce 15” companies can be found online at: http://www.fiercebiotech.com/special-reports/fiercebiotechs-2014-fierce-15

Appointment of Steven Holtzman as independent board member

Molecular Partners AG announced today the appointment of Steven H. Holtzman as an independent non-executive member of its board of directors.

“We are pleased to welcome Steven to the board of Molecular Partners,” said Jörn Aldag, Chairman of the Board of Directors at Molecular Partners. “He brings with him a wealth of experience in building and managing successful biotech companies at a time where Molecular Partners is significantly progressing its broad clinical and preclinical pipeline and important partnerships. He will prove invaluable to Molecular Partners in supporting many of our decisions as the company further matures.”

Mr. Holtzman brings considerable experience to the board of Molecular Partners. He is currently serving as Executive Vice President, Corporate Development on the Executive Committee of Biogen Idec. Prior to that, Steven Holtzman was a founder, initially Chief Executive Officer and Chairman of the Board of Infinity Pharmaceuticals, Inc., Chief Business Officer at Millennium Pharmaceuticals, Inc. and a founder and member of the Board of Directors and Executive Vice President of DNX Corporation.

Steven Holtzman is a board member or trustee of the Biotechnology Industry Organization (BIO), PMV Pharma (a private biotechnology company), the Berklee College of Music, and the Board of Overseers of the Isabella Stewart Gardner Museum. He used to serve as a presidential appointee to the US National Bioethics Advisory Commission. Steven Holtzman received his B.A. from Michigan State University and B.Phil. graduate degree from Oxford University which he attended as a Rhodes Scholar.

“I am delighted to join Molecular Partners, one of the most exciting biotech stories in Europe,” added Steven Holtzman. “DARPins represent a new powerful class of small protein therapies, and the stage is set to continue to build on the success laid out in a strong clinical and preclinical pipeline and several impressive alliances. I look forward to supporting Molecular Partners in these exciting times and to being part of its continued success.”

Positive Top-Line Data Reported from Phase 2 Study for DARPin abicipar pegol in wet AMD

Molecular Partners AG announced today results from the Allergan-sponsored, double-masked stage 3 phase 2 study of the DARPin abicipar pegol, for wet age-related macular degeneration (AMD). The results demonstrate that abicipar pegol provides equal or potentially higher vision gains compared to ranibizumab (Lucentis®) with fewer injections. Further, Allergan announced that full phase III development is anticipated to start in Q2 of 2015.

Abicipar pegol (previously AGN-150998 or MP0112) is a long-acting potent antagonist of vascular endothelial growth factor (VEGF), which is based on the DARPin® technology. Abicipar pegol was licensed to Allergan from Molecular Partners in May 2011.

Christian Zahnd, CEO of Molecular Partners commented: “We are very pleased to see our previous findings confirmed that this DARPin has the potential to bring substantial patient value by potentially providing equal or better efficacy with a more patient-friendly dosing regimen as compared to standard of care. This is a great showcase for our DARPin platform which has potential to deliver differentiated programs not only in ophthalmology, but also in other indications such as oncology. Also, we are very happy to see Allergan’s high commitment to advance the DARPin through an impressive clinical development program.”

Michael Stumpp, CSO of Molecular Partners further added: “We are very happy to have supported Allergan in the development of Abicipar, especially on the manufacturing process. For patients with wet AMD, maximizing vision gain and minimizing the frequency of treatments remain the most important needs. We look forward to sharing these important data with the scientific community at one of the retina meetings later this year.”

Further details of the REACH phase 2 study (stage 3):

In stage 3 of the phase 2 study, the safety, efficacy and duration of action of abicipar pegol was investigated compared to the standard of care for wet AMD, ranibizumab. In the double‐masked trial, a total of 64 patients were randomized to abicipar pegol 1mg (n=25), abicipar pegol 2mg (n=23) or ranibizumab 0.5mg (n=16) and were followed for 20 weeks. All patients received doses at the start of the trial and at 4 and 8 weeks. Patients in the ranibizumab arm of the study received additional doses at 12 and 16 weeks. Patients who were treated with either dose of abicipar pegol received sham injections at 12 and 16 weeks.Patients in all arms of the study were well matched for demographics and baseline characteristics.

The analysis of the topline data showed that after 16 weeks, mean visual acuity improvement from baseline was 8.2 letters for abicipar pegol 2mg, 6.3 letters for abicipar pegol 1mg, and 5.3 letters for ranibizumab. After 20 weeks (12 weeks after the last abicipar injection and 4 weeks after the last ranibizumab injection), mean visual acuity improvement from baseline was 9.0 letters for abicipar pegol 2mg, 7.1 letters for abicipar pegol 1mg, and 4.7 letters for ranibizumab. In addition, Optical Coherence Tomography (OCT) data was supportive of the visual acuity data. Although the study was not powered to show statistically significant differences between treatment groups, these data suggest that the DARPin at the 2 mg dose is at least as effective as monthly ranibizumab, with a longer duration of action of the DARPin.

There were no serious adverse events reported in any study group. Two patients in the abicipar pegol 2mg arm and three patients in the abicipar pegol 1mg group experienced ocular inflammation adverse events.

Allergan and Molecular Partners have been working to enhance the manufacturing process for abicipar pegol and Allergan announced that it plans to initiate Phase 3 studies in the second quarter of 2015, when material from the new manufacturing process is available.

Molecular Partners and Roche enter into alliance to develop new cancer treatments

Molecular Partners AG and Roche (SIX: RO, ROG; OTCQX: RHHBY) have entered into a research collaboration and licensing agreement to discover, develop and commercialize several proprietary therapeutics incorporating Molecular Partners’ DARPin™ biologics conjugated to toxic agents developed at Roche for the treatment of cancer. Under the terms of the agreement, Roche has rights to develop and commercialize several DARPin-based products. Molecular Partners is entitled to receive upfront and initiation payments up to CHF 55 million. Furthermore, Molecular Partners will receive research funding and can earn more than CHF 1 billion if all development and sales milestones are met for all potential products. In addition Molecular Partners will receive tiered royalties on any future product sales into the double-digit percentage range.

Molecular Partners announces publication of its clinical phase I/II trial of MP0112 in DME

Molecular Partners announced today that the results of a Phase I/II study evaluating the safety and preliminary activity of MP0112, a long-acting anti-VEGF DARPin, in patients with Diabetic Macular Edema (DME) have been published on-line in The American Journal of Ophthalmology (AJO). In this study, MP0112 was shown to be safe, and to stabilize or improve visual acuity and reduce retinal edema for up to 12 to 16 weeks.

Zurich-Schlieren, Switzerland / Ingelheim, Germany, 12 November 2012

Molecular Partners and Boehringer Ingelheim’s biopharmaceutical contract manufacturing business have entered into a strategic manufacturing collaboration.

Under the terms of the agreement, Boehringer Ingelheim will be responsible for the generation of the E. coli production strains and the manufacture of tox and clinical stage material for multiple DARPin® products supplying Molecular Partners’ proprietary DARPin® pipeline.

Simon Sturge, Corporate Senior Vice President Boehringer Ingelheim Biopharmaceuticals commented: “We are happy to have entered into this collaboration with Molecular Partners as we believe in the DARPin® platform to be one of the future therapeutic modalities next to monoclonal antibodies allowing highly differentiated drugs for patients with unsatisfactory treatment options. This agreement reflects the strategy of Boehringer Ingelheim and its new brand Boehringer Ingelheim BioXcellence™ to be dedicated and committed to highly innovative molecule platforms and projects.”

Christian Zahnd, Ph.D., Chief Executive Officer of Molecular Partners said: “Boehringer Ingelheim Biopharmaceuticals is the ideal partner to support us with highest quality GMP production capacity. This collaboration is a further commitment that Molecular Partners establishes a strong proprietary DARPin® pipeline and it will allow us to develop DARPin® based products for patients in need at highest quality and speed.”

“We entered into this collaboration after the successful case study where both monospecific and multispecific DARPins® could be expressed intracellularely in E. coli as soluble proteins at high titers and were successfully purified to highest standards”, stated Lothar Halmer, Vice President Operations Microbial and site head of Boehringer Ingelheim Austria. “We are delighted to be able to work with Molecular Partners to support their clinical development strategies for their DARPins® pipeline.”