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.