WILEX AG plans rights offering and combined capital increase of cash and contribution in kind
Ad-hoc release pursuant to § 15 Wertpapierhandelsgesetz
(German Securities Trading Act)
Munich, 3 August 2012. The Executive Management Board of WILEX AG (ISIN DE0006614720/WL6/FSE) today resolved with the approval of the Supervisory Board to increase the Company’s share capital by up to EUR 6,767,715.00 from EUR 24,814,963.00 to up to EUR 31,582,678.00 by issuing up to 6,767,715 new shares. The Company plans to offer the new shares to its shareholders in a rights offering. The subscription ratio has been set at 11:3; i.e. 11 existing shares entitle the shareholder to subscribe for three new shares. The subscription price is EUR 3.70 per share. This corresponds to a discount of approximately 4.1% from the volume-weighted average price for the past five trading days (EUR 3.86) or 1.0 % from the XETRA closing rate of EUR 3.74 per share of WILEX AG on the Frankfurt Stock Exchange on 2 August 2012. The offering will utilise existing authorised capital created by resolution at the Annual General Meeting on 25 May 2012.
The capital increase is structured as a combined capital increase of cash and contribution in kind. The major shareholder, dievini Hopp BioTech holding GmbH & Co. KG, Walldorf, Germany (“dievini”) can subscribe for new shares within the scope of their part of subscription rights allocated to dievini in exchange for a contribution in kind. The contribution in kind consists of a claim to repayment including interest up to 7 August 2012 for the amount of EUR 7,771,250.00 from a loan extended by dievini to WILEX on 17 December 2010.
All shareholders will be eligible to subscribe for the remaining new shares issued as part of the capital increase in return for a cash contribution. dievini may only acquire new shares in exchange for a cash contribution if it has not exercised the subscription rights it was allocated by making a contribution in kind as described above.
The new shares that can be subscribed in return for cash contributions are offered to shareholders by way of an indirect subscription right by Landesbank Baden-Württemberg, Stuttgart. Shareholders’ subscription rights are determined based on their holdings of existing shares at the close of business of the day, 7 August 2012. Any new shares not subscribed in the rights offering will be offered to shareholders – also at the subscription price – as part of an oversubscription for shares.
New shares that are not subscribed in the course of the rights offering or by oversubscription by existing shareholders will be offered to selected investors in a private placement at a purchase price equivalent to the subscription price.
The majority shareholder dievini and affiliated companies and UCB Pharma S.A. plan to participate in the capital increase.
Shareholders may subscribe and/or oversubscribe to the new shares during the subscription period, which is expected to begin on 8 August 2012 and end on 21 August 2012. There will be no organised trading in subscription rights.
For further details on the capital increase, please see the subscription offer provisionally planned to be published in the Federal Gazette on 7 August 2012 and on the website of WILEX AG (www.wilex.com).
The public offering of the new shares and their admission to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange are based on a prospectus (in German) submitted to and subject to approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, Federal Financial Supervisory Authority). Approval for the prospectus is expected to be issued on 6 August 2012, and the prospectus will subsequently be available on WILEX AG’s website (www.wilex.com). The new shares are expected to be included in the existing listing on the Frankfurt Stock Exchange on 29 August 2012 under the existing international securities identification number ISIN DE0006614720.
WILEX AG is planning this combined capital increase of cash and contribution in kind to reduce its financial liabilities (dievini loan) and enhance its equity base. WILEX AG plans to use the gross proceeds from the cash component of up to EUR 17.27 million to finance its ongoing and additional planned clinical studies and further growth.
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About WILEX AG
WILEX AG is a biopharmaceutical company based in Munich, Germany. Focused on oncology, the Company has a broad portfolio of diagnostic and therapeutic products for the specific detection and targeted treatment of various types of cancer. WILEX’s therapeutic product candidates are based on antibodies (RENCAREX® in Phase III) and small molecules (MESUPRON® in Phase II, WX-554 in Phase Ib/II and WX-037 in preclinical development). In the field of diagnostics, REDECTANE® is an antibody-based, imaging in vivo diagnostic agent that is currently in a Phase III programme. WILEX’s US subsidiary WILEX Inc. in Cambridge, MA, markets a portfolio of research use only tests and in vitro diagnostic agents under the brand Oncogene Science, which are used as companion diagnostics for clinical trials and therapy monitoring. The wholly owned subsidiary Heidelberg Pharma GmbH offers an attractive and highly promising antibody drug conjugate technology platform and preclinical contract research services. The business model of WILEX comprises research, technology, product development and commercialisation. WILEX’s customers and partners include leading international pharmaceutical companies.
Website: http://www.WILEX.com, ISIN DE0006614720 / WKN 661472 / Symbol WL6
This ad hoc announcement contains forward-looking statements, which express the current beliefs and expectations of the management of WILEX AG, including statements about the Company’s future cash position. Such statements are based on current expectations and are subject to risks and uncertainties, many of which are beyond our control, that could cause future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially depending on a number of factors, and we caution investors not to place undue reliance on the forward-looking statements contained in this ad hoc announcement. Forward-looking statements speak only as of the date on which they are made and WILEX undertakes no obligation to update these forward-looking statements, even if new information becomes available in the future.
This ad hoc announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America. The shares in WILEX AG (the “Shares”) mentioned herein 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 “Securities Act”).
The Shares have not been, and will not be, registered under the Securities Act and will not be offered or sold in the United States, except on the basis of applicable exemptions from registration. There will be no public offering of securities in the United States or elsewhere.
Katja Arnold (CIRO)
81675 Munich; Germany
Tel.: +49 (0)89-41 31 38-126
Fax: +49 (0)89-41 31 38-99
This communication contains certain forward-looking statements, relating to the Company’s business, which can be identified by the use of forward-looking terminology such as “estimates”, “believes”, “expects”, “may”, “will” “should” “future”, “potential” or similar expressions or by general discussion of strategy, plans or intentions of the Company. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results of operations, financial condition, performance, or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors and partners are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such forward-looking statements to reflect future events or developments. Given these uncertainties, prospective investors and partners are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such forward-looking statements to reflect future events or developments.