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.English German