WILEX AG unveils financing strategy for further development of ADC technology and adopts capital measures
Ad-hoc release pursuant to § 15 Wertpapierhandelsgesetz
(German Securities Trading Act)
- Financing strategy approved that will provide liquidity to the Company until the end of 2016
- Rights issue of around 10% using authorised capital with exclusion of shareholders’ subscription rights supported by dievini
- Rights issue using authorised capital with subscription rights
Munich, Germany, 23 November 2015 – The Executive Management Board of WILEX AG (ISIN DE000A11QVV0 / WL6 / FSE) today adopted, with the approval of the Supervisory Board, a financing strategy that is expected to ensure the further development and marketing of ADC technology at the Company’s subsidiary Heidelberg Pharma GmbH, initially until the end of 2016. The multi-level financing package comprises several capital measures. WILEX’s main shareholder, dievini Hopp BioTech holding GmbH & Co. KG, Walldorf, supports this strategy and is prepared to invest at least EUR 10 million, provided the subscription price does not exceed EUR 1.84 per share. The transactions are expected to be completed in the first half of 2016.
To safeguard the short-term financing, the Executive Management Board today decided, with the approval of the Supervisory Board, to implement two rights issues using authorised capital without publishing a prospectus. These are expected to generate gross issue proceeds of up to EUR 2.5 million for the Company. Authorised Capital 2012/I currently amounts to EUR 4,460,205.00 after portions of it were used on 27 August 2012 and 10 April 2015.
Increase in share capital by around 10% using authorised capital with exclusion of shareholders’ subscription rights
WILEX AG is planning to increase the Company’s share capital by around 10%, from EUR 9,305,608.00 to EUR 10,236,168.00 by issuing 930,560 new no par value bearer shares with a notional value of EUR 1.00 each. The share capital will be increased using authorised capital in return for cash contributions with exclusion of shareholders‘ subscription rights. These new shares will be offered exclusively to the main shareholder, dievini Hopp BioTech holding GmbH & Co. KG. The issue price per share is EUR 1.84 and corresponds to the subscription price of the second capital measure with subscription rights. The shares from this first capital increase carry dividend rights from 1 December 2015.
Capital increase using authorised capital with subscription rights
In addition, WILEX AG is planning to increase the Company’s share capital from EUR 10,236,168.00 (share capital after the implementation of the capital increase with exclusion of shareholders‘ subscription rights has been entered in the commercial register) by up to EUR 443,124.00 to up to EUR 10,679,292.00 by issuing up to 443,124 new no par value bearer shares with a notional value of EUR 1.00 each in return for cash contributions at a subscription price of EUR 1.84 per share. The „New Shares“ carry dividend rights from 1 December 2015. The Company expects to generate issue proceeds of up to EUR 815,348.00 from this transaction.
The up to 443,124 New Shares will be offered to shareholders for subscription at a 21:1 ratio by means of an indirect subscription right by Oddo Seydler Bank AG, Frankfurt. Shareholders with 21 old shares will be entitled to subscribe for one New Share. The subscription ratio has been calculated on the basis of share capital of EUR 9,305,608.00 because when this capital increase was resolved on 23 November 2015 the implementation of the first capital increase had not yet been entered in the commercial register, which means the shares from the first capital increase do not have subscription rights. The Company’s main shareholder dievini Hopp BioTech holding GmbH & Co. KG is therefore not entitled to subscription rights on the shares from the first capital increase. In order to ensure an even subscription ratio, one shareholder waived its subscription rights from four old shares.
In addition to their statutory subscription rights, the shareholders will be able to acquire further New Shares for which shareholders‘ subscription rights were not exercised within the subscription period at the subscription price (additional subscription). Binding offers for such additional subscriptions must be submitted within the subscription period.
The subscription period for the New Shares will begin on 25 November 2015 and will end on 8 December 2015. There will be no organised trading in subscription rights.
All new shares from both rights issues are to be admitted to trading in the regulated market on the Frankfurt stock exchange (Prime Standard) without the publication of an offering prospectus. Admission of the new WILEX shares to the existing listing on the Frankfurt stock exchange is expected for 14 December 2015 and inclusion of the new shares is due to 15 December 2015.
For further details on the rights issue, please see the subscription offer provisionally planned to be published in the Federal Gazette (www.bundesanzeiger.de) on 24 November 2015 and on the website of WILEX AG (www.wilex.com).
Further financing measures
The terms for further financing measures are currently being drawn up in the Company. In particular, securities prospectuses will probably have to be prepared for upcoming capital measures. Preparations for this will now begin. The individual steps and details of the further financing measures planned for the first half of 2016 will be announced by the Company at a later date. WILEX AG plans to use the issue proceeds primarily to finance the further development of its own ADC technology (Antibody Targeted Amanitin Conjugates – ATACs). The main objective is to optimise a PSMA antibody drug conjugate as the first proprietary ATAC candidate and make this ready for early clinical development. In addition to preclinical investigations, this will entail establishing the manufacturing process for the PSMA antibody, the amanitin drug and the antibody drug conjugate at subcontractors in accordance with GMP standards.
This ad hoc release does not constitute either an offer to sell or an invitation to buy securities. In particular, this document does not constitute an offer to sell securities or a solicitation of an offer to buy securities in the United States of America. The shares of WILEX AG (the „Shares“) may not be offered or sold in the United States of America or to or for the account or benefit of „U.S. persons“ (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the „Securities Act“)), unless they have been registered or are exempt from registration under the Securities Act. The Shares have not been and will not be registered under the Securities Act. There will be no public offer of Shares in the United States of America.
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WILEX AG is a biopharmaceutical company which discontinued all clinical development activities at its Munich site and now exercises a holding function as the Group parent. Research and development activities focus on the operations of its subsidiary Heidelberg Pharma GmbH in Ladenburg, which primarily enhances and markets the innovative platform technology for antibody drug conjugates (ADC technology) and also offers preclinical services. WILEX has the diagnostic and therapeutic drug candidates REDECTANE® and RENCAREX®, which are available for out-licensing and further development in Phase III for external partners. WILEX is listed at the Frankfurt Stock Exchange: ISIN DE000A11QVV0 / WKN A11QVV / Symbol WL6. More information is available at http://www.wilex.com/.
Tel.: +49 (0)89-41 31 38-29
Grillparzerstr. 18, 81675 Munich
MC Services AG
Katja Arnold (CIRO)
Executive Director & Partner
Tel.: +49-89-210 228-40
Mobile: +49 160 9360 3022
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 a general discussion of the Company’s strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results of operations, financial position, earnings, achievements, or industry results, to be materially different from any future results, earnings 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.