TARGOVAX ASA - CONTEMPLATED PRIVATE PLACEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT
Oslo, 8 June 2017: Targovax ASA ("Targovax" or the "Company") has retained ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA (the "Managers") to advise on and effect a contemplated private placement of new shares directed towards Norwegian and international investors with gross proceeds of approximately NOK 175 - 225 million (the "Private Placement").
The net proceeds from the Private Placement will be used to finance five additional data read-outs from clinical trials through 2018, in addition to the three planned data-read outs in H2 2017, and selective CMC development in preparation for future pivotal clinical studies. The Company's two largest shareholders HealthCap and the Norwegian Radium Hospital Research Foundation have indicated that they will subscribe for up to NOK 25 million and NOK 5 million, respectively, in the Private Placement.
The subscription price in the Private Placement will be determined through an accelerated bookbuilding process. The minimum subscription and allocation in the Private Placement has been set to the number of new shares that equals an aggregate subscription price of at least the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations are available.
The bookbuilding period for the Private Placement will commence today 8 June 2017 at 16:30 hours (CET) and close on 9 June 2017 at 08:00 hours (CET). The Company may, however, at any time at its sole discretion and for any reason, resolve to close or extend the bookbuilding period or cancel the Private Placement.
The Company will announce the final number of shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 9 June 2017. Notification of allotment will be sent to the applicants by the Managers on or about 9 June 2017, subject to any shortenings or extensions of the bookbuilding period. The allocation will be made at the Board of Directors' sole discretion and will be subject to approval of an extraordinary general meeting of the Company to be held on or about 30 June 2017 (the "EGM"). Payment date for the Private Placement is expected to be on or about 3 July 2017, and delivery and first day of trading in the new shares is expected to be on or about 6 July 2017.
The contemplated transaction will be carried out as a private placement in order to complete the share issue in today's market conditions in an efficient manner and to allow for participation from new investors. As a consequence of the transaction structure, the shareholders' preferential rights will be deviated from.
The Board of Directors of the Company will propose to the EGM that a subsequent repair offering is carried out directed towards shareholders of the Company as of 8 June 2017 (as registered in the Norwegian Central Securities Depository ("VPS") on 12 June 2017), who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. The subscription price in the repair offering will be the same as in the Private Placement. Shareholders being allocated shares in the Private Placement will not be eligible to receive subscription rights in the subsequent offering.
Completion of the Private Placement is subject to (i) the adoption of the relevant corporate resolutions by the Company required to implement the issue the new shares, including the Board of Director's resolution to proceed with the Private Placement and the resolution by the EGM to issue the new shares, (ii) the registration of the share capital increase pertaining to the issuance of the new shares in the Norwegian Register of Business Enterprises, and (iii) the Norwegian Financial Supervisory Authority approving a combined prospectus for the listing of the new shares and the subsequent repair offering. Existing shareholders will by applying for shares in the Private Placement undertake to vote in favor of the issuance of the new shares and the subsequent repair offering at the EGM.
The new shares to be issued in the Private Placement will not be listed or tradable on the Oslo Stock Exchange until the above conditions have been satisfied.
For further information, please contact:
Erik Digman Wiklund, CFO
Phone: +47 413 33 536
Arming the patient's immune system to fight cancer
Targovax is a clinical stage company focused on developing and commercializing novel immuno-oncology therapies to target, primarily, treatment-resistant solid tumors. Immuno-oncology is currently one of the fastest growing therapeutic fields in medicine.
The Company's development pipeline is based on two novel proprietary platforms:
The first platform, ONCOS, uses oncolytic viruses, an emerging class of biological therapy. ONCOS exclusively uses an adenovirus that has been engineered to be an immune activator that selectively target cancer cells. In phase I it has shown to immune activate at lesional level which was associated with clinical benefit. We expect proof of concept data for this platform in 2017 from a clinical trial of lead product ONCOS-102 in patients with refractory malignant melanoma.
The second platform, TG peptides (TG), solely targets tumors that express mutated forms of the RAS protein. Mutations to this protein are common in many cancers and are known to drive aggressive disease progression and treatment resistance. There is a high unmet medical need for therapies that are effective against tumors that express these mutations. The TG platform's therapeutic potential stems from its ability to enable a patient's immune system to identify and then destroy tumors bearing any RAS mutations. In early 2017, key proof of concept data for the TG platform from a clinical trial of TG01 in resected pancreatic cancer patients showed encouraging overall survival and will give guidance for the future clinical development of this platform.
Targovax's development pipeline has three novel therapeutic candidates in clinical development covering six indications.
Both platforms are protected by an extensive portfolio of IP and know-how and have the potential to yield multiple product candidates in a cost-effective manner. Additionally, we have other products in early stages of development.
In July 2016, the Company listed its shares on Oslo Axess. In March 2017, the shares were upgraded to Oslo Børs, the main Oslo Stock Exchange.
This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. 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, Norway 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 and to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.
In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA 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 document 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.
The distribution of this announcement and other information in connection with the Private Placement 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.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.