NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
Zurich-Schlieren, April 13, 2016. Molecular Partners AG (ticker: MOLN SW), a clinical-stage biopharmaceutical company that is developing a new class of therapies known as DARPins, today announced the launch of a selldown of shares by employees, certain consultants, and members of the board of directors of Molecular Partners AG via an accelerated bookbuilding.
During the first few years after incorporation, employees, consultants and members of the board of directors of Molecular Partners AG received stock options as an important part of their compensation packages in order to keep the cash burn at the lowest possible level. The first portion of these options is now approaching its expiration. Upon exercise, the respective option holders will be required to pay the corresponding income and wealth taxes as well as social security contributions.
Exercising option holders therefore intend to engage in a share placement in order to use the corresponding proceeds to cover these expenses. The option holders are planning to sell for this purpose a number of shares corresponding to a maximum aggregate sales price of approximately CHF 20,000,000. The settlement of the transaction is expected to take place on or around 18 April 2016. Molecular Partners AG and the option holders have agreed to a lock-up for 90 days from the closing date of the transaction.
At the occasion of the launch of this placement, a elements of the business and financial outlook 2016 have been confirmed by the Company as provided with 2015 full-year results on 04 February 2016 as well as highlighted in the company’s Annual Report 2015 which was published on 17 March 2016.
UBS AG is acting as Sole Global Coordinator and Joint Bookrunner, along with J.P. Morgan as Joint Bookrunner. Bank am Bellevue and Bank Vontobel are acting as Co-Lead Managers.
Financial Calendar 2016
|Annual General Meeting of Molecular Partners AG||April 20, 2016|
|Publication of Quarterly Management Statement Q1 2016||April 28, 2016|
|Publication of Half-year Results 2016||September 1, 2016|
|Publication of Quarterly Management Statement Q3 2016||October 27, 2016|
About Molecular Partners AG
Molecular Partners AG is a clinical-stage biopharmaceutical company that is developing a new, class of therapies known as DARPins. DARPins are potent, specific, and versatile small-protein therapies, which have the potential to offer benefits over conventional monoclonal antibodies or other currently available protein therapeutics. The DARPin technology has the potential to offer a multi-specific approach to treatment, which enables DARPins to target multiple pathways, or multiple epitopes on a single target to achieve substantial patient benefit. DARPins have the potential to advance modern medicine and significantly improve the treatment of serious diseases, including cancer and sight-threatening disorders.
Molecular Partners has four compounds in various stages of clinical and preclinical development and several more in the research stage, with a current focus on ophthalmology and oncology. The company has ongoing research and development partnerships with leading pharmaceutical companies, including Allergan and Janssen, and is backed by established biotech investors. For more information regarding Molecular Partners AG, go to: www.molecularpartners.com.
For further details, please contact:
Dr. Christian Zahnd, CEO
Tel: +41 (0) 44 755 77 00
Andreas Emmenegger, CFO
Tel: +41 (0) 44 755 77 00
Tel: +41 (0) 43 344 42 42
This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Molecular Partners AG. This publication may contain certain forward-looking statements and assessments or intentions concerning the company and its business. Such 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 reliance on these statements, particularly not in connection with any contract or investment decision. The company disclaims any obligation to update these forward-looking statements, assessments or intentions.
Important Cautionary Statement
This press release is not for distribution, directly or indirectly, in or into the United States of America. The shares that are subject of the private placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of the shares in the United States of America.
The shares that are the subject of the private placement are not being offered or sold to any person who is not a qualified investor in accordance with applicable securities laws, i.e. who does not fall under the exemptions under the rules set out in directive 2003/71 EC of the European Parliament and of the Council of 4 November 2003 on the Prospectus to be published when securities are offered to the public or admitted to trading (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Member State of the European Economic Area that has implemented directive 2003/71 EC), including any relevant implementing measures in each Member State of the European Economic Area which has implemented said directives (collectively the “Prospectus Directive”).
This press release and the information contained herein are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities or as a solicitation of an offer to buy securities in Canada or any province or territory thereof, Australia or Japan.