WILEX AG successfully completes combined capital increase of cash and contribution in kind totalling EUR 23.9 million
Ad-hoc release pursuant to § 15 Wertpapierhandelsgesetz
(German Securities Trading Act)
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Munich, 24 August 2012. The Executive Management Board of WILEX AG (ISIN DE0006614720/WL6/FSE) today resolved with the approval of the Supervisory Board to set the final number of shares from the combined capital increase (against cash or contributions in kind) at 6,460,544 new no par value bearer shares. The subscription and/or purchase price was EUR 3.70 per share.
As contribution in kind, the company’s shareholder dievini Hopp BioTech holding GmbH & Co. KG, Walldorf, Germany, (dievini) converted its existing loan granted to WILEX AG (plus interest) amounting to approximately € 7.77 million to 2,100,337 new shares (32.5% of the total volume of the capital increase) by exercising subscription rights. As planned, this will repay the loan from dievini and significantly reduce WILEX AG’s financial liabilities without adversely affecting cash reserves.
The cash rights issue involved existing shareholders exercising the remaining subscription rights and using the oversubscription option to acquire 1,682,910 new shares (26.1%). All oversubscription orders were fulfilled. In addition, 2,677,297 new shares (41.4%) were subscribed in private placements after the subscription period. The shareholders dievini and affiliated companies along with UCB Pharma S.A. participated in the cash capital increase as announced. Overall, 95.5% of the maximum possible volume was utilised.
Landesbank Baden-Württemberg, Stuttgart, (LBBW) was the sole lead manager and bookrunner of the transaction.
The total number of WILEX shares issued (share capital) will increase to 31,275,507 shares following the entry of the capital measure in the Commercial Register, scheduled for 27 August 2012. The new shares are expected to be admitted to trading on 28 August 2012. It is anticipated that the subscribed and allotted shares will be delivered on 28 August 2012, but no earlier than their admission to the Regulated Market (Prime Standard).
WILEX AG will receive gross proceeds of around € 16.1 million from the cash portion of the transaction, which the company will use to finance ongoing and planned clinical studies as well as future growth. Overall, the capital measure will improve the Company’s equity base by € 23.9 million.
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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 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.