WILEX AG resolves rights issue using authorised capital
Ad-hoc release pursuant to § 15 Wertpapierhandelsgesetz (German Securities Trading Act)
Munich, Germany, 09 January 2012. The Executive Management Board of WILEX AG (ISIN DE0006614720/WL6/Frankfurt stock exchange) today resolved, with the approval of the Supervisory Board, to increase the Company’s share capital using authorised capital from € 21,613,035.00 by up to € 3,201,928.00 to up to € 24,814,963.00 by issuing up to 3,201,928 new no-par value bearer shares with a pro-rata interest in capital of € 1.00 each and full entitlement to dividends effective 1 December 2011 in return for cash contributions.
Landesbank Baden-Württemberg, Stuttgart, Germany, will offer the new shares to shareholders at a 27:4 ratio by means of an indirect subscription right. Hence, shareholders will be entitled to subscribe for 4 new shares for each 27 existing shares held. One of the existing shareholders has undertaken to waive its subscription rights with respect to 21 shares in order to ensure an even subscription ratio.
The subscription period will begin on 17 January 2012 and is expected to end on 30 January 2012. The subscription price is fixed at € 3.10. There will be no organised trading in subscription rights.
Any new shares not subscribed for as a result of the offer may be purchased by shareholders only – also at the subscription price – as part of an additional subscription for shares. Binding offers for such additional subscriptions must be submitted within the subscription period.
The new shares are to be admitted to trading in the regulated market on Frankfurt stock exchange and in the Prime Standard (regulated market segment that imposes further post-admission obligations) on the Frankfurt stock exchange without the publication of an offering prospectus. Due to the different dividend entitlement the new shares will be traded separately with its own ISIN until the planned inclusion of the new shares in the existing stock exchange listing (after the AGM). The new WILEX shares are due to be listed on the Frankfurt stock exchange on 6 February 2012.
For further details on the rights issue, please see the subscription offer provisionally planned to be published in the electronic Federal Gazette on 16 January 2012 and on the website of WILEX AG (www.wilex.com).
The main shareholders dievini Hopp BioTech holding GmbH & Co. KG, Verwaltungsgesellschaft des Golfclubs St. Leon-Rot GmbH and UCB Pharma S.A – whose current interest in the voting capital of WILEX AG total 58.7% – have advised that they intend to exercise at least their subscription rights.
WILEX AG plans to use the gross proceeds of approx. € 10 million from the rights issue to finance its ongoing clinical studies and further growth as well as to enhance its equity.
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.
+++ End of the ad-hoc release +++
About WILEX AG
WILEX AG is a biopharmaceutical company based in Munich, Germany. Focused on oncology, the company has a broad portfolio of near-to-market therapeutic and diagnostic products for the targeted treatment and specific detection of various types of cancer. The company’s therapeutic product candidates are based on antibodies and small molecules. Through its US subsidiary WILEX Inc. in Cambridge, MA, WILEX markets a portfolio of research use only and in vitro diagnostic tests under the brand Oncogene Science®. These diagnostic tests could be developed as companion diagnostics in clinical trials and for therapy monitoring. The wholly owned subsidiary Heidelberg Pharma AG gives WILEX access to an attractive and highly promising antibody drug conjugate technology platform and a pre-clinical service business. The business model of WILEX covers the entire value chain in the oncology market and comprises research, technology, development collaboration as well as sales and marketing. WILEX’s customers and partners include leading international pharmaceutical companies.
Website: http://www.WILEX.com, ISIN DE0006614720 / WKN 661472 / Symbol WL6
Katja Arnold (CIRO)
Manager Investor Relations & Public Relations
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 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.