Type of information: Capital increase
Company: Transgene (France)
Investors: qualified U.S. and European institutional investors including Institut Mérieux (France) and Dassault Belgique Aviation
Amount: € 14.4 million
Funding type: capital increase
- The funds raised will be used to pursue the clinical and preclinical development of Transgene’s immunotherapies in combination with immune checkpoint inhibitors, to deliver improved treatment outcomes, as well as for working capital and for general corporate purposes.
This transaction will extend Transgene’s financial visibility through mid-2019. Net proceeds will reinforce the
cash position of the company which amounted to €40.0 million in consolidated cash reserves as of September 30, 2017.
- The pipeline comprises five clinical-stage products:
- TG4010, a therapeutic vaccine targeting 1st and 2nd line advanced non-small cell lung cancer – NSCLC:
- 2nd line - First Phase 2 data expected in 1Q 2018 - TG4010 + nivolumab (Opdivo®): Nivolumab is provided by BMS, within a collaborative agreement with UC
Davis Medical Center (USA)
- 1st line - First Phase 2 data expected in 2H 2018 - TG4010 + nivolumab (Opdivo®) + chemotherapy:
Clinical collaboration agreement with BMS for supply of nivolumab
First patient expected to be enrolled at the end of 2017
- TG4001, a therapeutic vaccine targeting 2nd line HPV-positive head and neck cancer
- 2nd line - First Phase 1b/2 data expected in 2H 2018 - TG4001 + avelumab (Bavencio®):
Clinical collaboration agreement with Merck KGaA and Pfizer for supply of avelumab
- TG1050, a therapeutic vaccine targeting chronic hepatitis B:
- Phase 1/1b data on all 48 patients expected in 1H 2018 - TG1050 + standard-of-care antiviral therapy:
Confirmed mechanism of action and first promising immunology data in patients
- Pexa-Vec, an oncolytic virus targeting advanced liver cancer / hepatocellular carcinoma :
- 1st line - First Phase 3 data (efficacy vs. sorafenib) expected in 2019 (PHOCUS) - Pexa-Vec + sorafenib:
? Clinical trial being conducted by SillaJen, Inc., Transgene’s licensor
- 1st line – First Phase 1/2 data expected in 2H 2018 - Pexa-Vec + nivolumab (Opdivo®)
- TG6002, oncolytic virus targeting recurring glioblastoma:
- First Phase 1/2a data expected in 2H 2018
- • On November 10, 2017, Transgene announced the
success of its capital increase without preferential subscription rights for an amount of € 14.4 million by means of a private placement of new shares via an accelerated book-build offering. The transaction was oversubscribed, at € 2.55 per share, and represents 10 % of the issued share capital of the company (and 5,643,199 new shares). This represents the maximum capital increase the company could undertake under the relevant financing resolutions.
- Qualified U.S. and European institutional investors, including those specialized in biotechnology have participated in the private placement, reinforcing the company’s international shareholding structure.
- Transgene expects to deliver numerous key value-creating milestones in the next 12 months as the company progress
on its portfolio of five clinical-stage immunotherapy products.
The issue price of the new shares has been set at € 2.55 per
share, representing a 18.6 % discount to the volume weighted average of the closing prices of the company’s shares on the regulated market of Euronext Paris of the last 3 trading sessions preceding the pricing (that being November 7, 2017, November 8, 2017 and November 9, 2017, inclusive), which was € 3.1342. The new shares have been placed with investors in the United States and Europe. The book order was well
covered based on strong demand from new and existing investors, including Institut Mérieux (TSGH), the
majority shareholder of the company, and Dassault Belgique Aviation (DBA), an existing shareholder. The majority shareholder, TSGH has subscribed 28 % of the new shares and DBA has subscribed 2.9 % of the new shares and their respective subscriptions have been fully allocated. On this basis, after completion of the capital increase, TSGH will hold 57.1 % of the share capital of the company (and 67.2 % of the voting rights) and DBA will hold 4.7 % of the share capital of the Company (and 3.6 % of the voting rights).
- 21 new investors have subscribed 69 % of the new shares, representing 6.3 % of the share capital of the company.
- • On November 9, 2017, Transgene announced the launch of a capital increase without preferential subscription rights through the issuance of up to 5,643,199 ordinary shares of the company, directed at certain qualified and institutional investors located in France and internationally. The company has announced consolidated cash reserves of € 40.0 million as of September 30, 2017. This capital increase would correspond to approximately 5,643,199 shares, representing approximately 10 % of the existing issued share capital of the company. The capital increase will be carried out without preferential subscription rights for the company’s existing
shareholders, pursuant to the delegation of authority granted to the Board of Directors under the 17th and
the 18th resolutions of the extraordinary shareholders general meeting of the Company dated June 8, 2017
and in accordance with articles L. 225-136 of the French Commercial code (code de commerce) and L. 411-
2(II) of the French monetary and financial code (code monétaire et financier). The price will be at least equal
to the volume weighted average (in the central order book and excluding off-market blocs) of the closing
prices of the company’s share on Euronext Paris for the three trading sessions preceding the setting of the
issue price. If necessary, this average can be adjusted to take into account differences in the date of dividend
entitlements and potentially be decreased by a maximum discount of up to 20%.
Institut Mérieux (TSGH), the majority shareholder of Transgene, has indicated an intention to subscribe for
25 % of the new shares, with a minimum subscription amount of € 4 million, and Dassault Belgique Aviation
(DBA) has indicated an intention to subscribe for approximately 2.5% of the new shares, and their
subscriptions will be fully allocated. Assuming percentages indicated above are subscribed by TSGH and DBA,
after completion of the capital raise, they will respectively hold approximately 57 % and 4.7 % of the share
capital of the company (and 67 % and 3.5 % of the voting rights).
- The capital increase will be conducted by way of an accelerated book-build process, which will begin immediately
and which is expected to end before markets open tomorrow, and which may close early or be extended.
Therapeutic area: Cancer - Oncology - Infectious diseases