TARGOVAX ASA – CONTEMPLATED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Oslo, 14 October 2020: Targovax ASA ("Targovax" or the "Company"), a clinical stage biotechnology company developing oncolytic viruses to target hard-to-treat solid tumors, contemplates a private placement of up to NOK 75 million by issuing up to 10,344,828 new shares in the Company (the "Offer Shares"), representing approximately 13.6% of the issued and outstanding share capital of the Company (the "Private Placement").
The Company has retained Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Bryan, Garnier & Co Ltd. (the "Joint Bookrunners") to advise on and effect the Private Placement today after the close of the Oslo Stock Exchange.
The net proceeds from the Private Placement and existing cash is expected to provide runway into Q1 2022 and finance the following activities: further development of the ONCOS platform (Melanoma: Part 2 clinical and immune data on all 12 patients; Colorectal: Part 1 data 13 patients (subject to sponsor timelines); Mesothelioma: 18 and 24 months survival data and Preparations for future trial(s)), CMC activities (manufacturing of clinical material for trials during the period), pipeline extension (investments in new pipeline projects; exploring mutRAS projects; Scientific support to ONCOS-102 and maintaining and building the patent portfolio) and general corporate purposes.
The bookbuilding period for the Private Placement will commence today, on 14 October 2020, at 16:30 hours (CEST) and close on 15 October 2020 at 08:00 hours (CEST). The Company and the Joint Bookrunners may however at any time resolve to close or extend the bookbuilding period at their own discretion and for any reason. If the bookbuilding period is shortened or extended, any dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing or registration requirements.
The subscription price in the Private Placement is NOK 7.25, resulting in gross proceeds of approximately NOK 75 million, subject to all Offer Shares being issued. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Allocation of the Offer Shares will be determined after the end of the bookbuilding process, and the final allocation will be made by the Company's board of directors at its sole discretion, following advice from the Joint Bookrunners. Notification of allocation is expected to be sent to the applicants by the Joint Bookrunners on or about 15 October 2020, subject to any shortenings or extensions of the bookbuilding period.
The Company will announce the result of the Private Placement and the number of Offer Shares allocated in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, on 15 October 2020.
The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to share lending agreements entered into by DNB Markets, on behalf of the Joint Bookrunners, the Company and each of HealthCap V L.P and OFCO Club V (the "Share Lending Agreements"), in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares delivered to the subscribers will thus be tradable from allocation. DNB Markets, on behalf of the Joint Bookrunners, will settle the share loans under the Share Lending Agreements with new shares in the Company to be issued by the board of directors pursuant to an authorization granted at the Company's annual general meeting held on 29 April 2020.
The completion of the Private Placement by delivery of Offer Shares to the applicants allocated shares in the Private Placement is conditional upon the approval by the Company's board of directors of the Private Placement, including their resolution to issue the Offer Shares.
The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to delivery of the Offer Shares. Neither the Company nor the Joint Bookrunners will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
In connection with the Private Placement, the Company, its largest shareholder HealthCap V L.P (together with OFCO Club V) and the members of the Company's board of directors and executive management who are primary insiders have all agreed to enter into lock-up undertakings for a period of 90 days from the settlement date for the Offer Shares, subject to customary exceptions.
The board of directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The board of directors is of the view that it will be in the common interest of the Company and its shareholders to raise equity in order to develop the Company and that such equity is raised through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner in the prevailing volatile capital market, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. The Company will also consider to carry out a subsequent offering towards the existing shareholders as of 14 October 2020 who did not participate in the Private Placement.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement.
For further information, please contact:
Øystein Soug, CEO
Phone: +47 906 56 525
Email: oystein.soug@targovax.com
About Targovax
Activating the patient's immune system to fight cancer.
Targovax (OSE:TRVX) is a clinical stage immuno-oncology company developing oncolytic viruses to target hard-to-treat solid tumors. Targovax' lead product candidate, ONCOS-102, is a genetically modified oncolytic adenovirus, which has been engineered to selectively infect cancer cells and activate the immune system to fight the cancer.
ONCOS-102 is currently being tested in mesothelioma, melanoma and peritoneal malignancies and has already shown promising clinical results both as monotherapy and in combination with chemotherapy, and a checkpoint inhibitor.
IMPORTANT INFORMATION
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Joint Bookrunners are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Joint Bookrunners nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. The Company will following the completion of the Private Placement publish a prospectus in order to have the Offer Shares listed on the Oslo Stock Exchange, subject to the approval of such prospectus by the Norwegian Financial Supervisory Authority. Such prospectus will be made available at the Company's website, www.targovax.com.
Each of the Company, the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.