Fundraisings and IPOs

Date: 2014-07-08

Type of information: IPO

Company: Argen-X (Belgium - The Netherlands)

Investors: corporate and institutional investors in Europe and USA, Belgian retail investors, Shire (UK - USA)

Amount: € 40 million

Funding type: IPO

Planned used:

arGEN-X currently anticipates that it will use the net proceeds of the Offering as follows:
- To support the continued clinical development of ARGX-110 (SIMPLE Antibody™ targeting CD70, an immune checkpoint target involved in hematological malignancies), thereby aiming to conduct a Phase 2 monotherapy trial in Waldenström’s macroglobulinemia in collaboration with LLS, a Phase 2 monotherapy trial in a second orphan lymphoma indication, possibly T-cell lymphoma or Mantle cell lymphoma, a combination Phase 1b trial in a subset of CD70 positive solid tumor patients and a Phase 1b monotherapy trial in an orphan autoimmune disease, currently envisaged to be vasculitis;
- To support the continued clinical development of ARGX-111 (SIMPLE Antibody™ targeting c-Met), including expansion and completion of the current Phase 1b clinical trial;
- To support the initial clinical development of ARGX-113, including a Phase 1 healthy volunteer trial and a Phase 2 in patients with pathogenic antibody mediated autoimmune disease;
- To continue to advance and expand its pipeline of preclinical product candidates;
- To facilitate access, through in-licensing or acquisitions, to new targets and technologies to develop its product portfolio and technology suite; and
- To apply any remaining funds for general corporate purposes, such as working capital needs and general & administrative expenses.

Others:

* On July 8, 2014, arGEN-X, a clinical-stage biopharmaceutical company focused on creating and developing differentiated therapeutic antibodies for the treatment of cancer and severe autoimmune diseases, announced the successful completion of its Initial Public Offering, which was launched on 23 June 2014. arGEN-X shares will be listed on Euronext Brussels and begin trading on an “if-and-when-issued-or-delivered” basis on Thursday 10 July 2014 under the symbol “ARGX”. The Offering was priced at €8.50 per share. arGEN-X will issue 4,705,882 new shares equivalent to €40 million. Additionally, an over-allotment option to subscribe to up to 470,589 additional new shares at the Offer Price, equivalent to €4 million, has been granted to cover over-allotments or short positions, if any. If the over-allotment option is exercised in full, the total amount of the capital increase will amount to €44 million. The approximate market capitalization of arGEN-X at listing will be €131.7 million. 
The order book has been built with high-quality demand from corporate and institutional investors in Europe and the United States of America, as well as demand from Belgian retail investors. Among these investors, Shire purchased shares at the Offer Price for a total of €12 million representing 9.1% of the capital of arGEN-X (excluding the over-allotment option). This acquisitio is part of the long-term strategic alliance between arGEN-X and Shire concluded on 30 May 2014. In addition, certain existing investors purchased shares for a total of approximately €7.2 million at the Offer Price. KBC Securities and Kempen & Co acted as Joint Global Coordinators and Joint Bookrunners, Petercam as Co-Lead Manager, and Wedbush PacGrow Life Sciences as Selling Agent.

* On June 20,2014, arGEN-X announced the launch of its Initial Public Offering on Euronext Brussels. This  Offering to subscribe to new ordinary shares for an amount of up to €40 million, may be increased by a maximum of 15% up to an amount of € 46 million. In addition, an over-allotment option has been granted by the Company, corresponding to a maximum of 15% of the new ordinary shares effectively allocated, for the sole purpose of covering over-allotments, if any. The indicative price range of the Offering is €8.50– € 10.25 per share.

The Offering comprises:

a public offering in Belgium to retail investors;

a private placement to qualified institutional buyers in the United States and,

a private placement to qualified and/or institutional investors in certain jurisdictions outside the United States in reliance on Regulation S of the Securities Act.

No less than 10% of the Offered Shares effectively allocated will, subject to sufficient retail demand, be allocated to retail investors in Belgium. The Offering will run from 23 June 2014 until 8 July 2014 (4pm CET), subject to early closure possible as of 1 July 2014 (4pm CET). The Offer Price and the results of the Offering (including the allocation to retail investors) will be set out in a Pricing Statement that will be published on or about 8 July 2014, subject to early closure. The listing of the shares is expected on or about 10 July 2014 on an “if-and-when-issued-or-delivered” basis. The payment date and the issue date of the new shares is expected on or about 11 July 2014. KBC Securities and Kempen & Co are acting as Joint Global Coordinators and Joint Bookrunners with Petercam as Co-Lead Manager, and Wedbush PacGrow Life Sciences as Selling Agent. As part of the long-term strategic alliance between arGEN-X and Shire concluded on 30 May 2014, Shire has committed to subscribe to new shares in the Offering at the Offer Price for an aggregate amount of €12 million subject to the condition that the Offering is completed no later than 15 July 2015. There is a preferential allocation for these shares in the Offering. Certain arGEN-X’ existing shareholders have committed to introduce orders to subscribe to Offered Shares in the IPO for an aggregate amount of €10,045,339. A few of these shareholders are subject to certain regulatory constraints to further invest in the Company which are inter alia depending on the results of the Offering. If these regulatory conditions are not met, the aggregate committed amount will be reduced to €7,464,738. A part of these commitments up to an amount of €2,000,000 will lapse or be reduced if sufficient orders for New Shares other than from existing Shareholders are received in the IPO. The Company and existing shareholders have agreed to a lock-up of 360 days, subject to customary conditions and exceptions.

* On