Date: 2014-03-24
Type of information: Capital increase
Company: Transgene (France)
Investors:
Amount: €65.5 million
Funding type: capital increase
Planned used:
- This refinancing will enable Transgene to strengthen its financial situation in order to advance its clinical development programs, in particular the preparation of the Phase 3 studies for TG4010 (non-small cell lung cancer) and Pexa-Vec (advanced liver cancer).
Others:
- • On March 24, 2014, Transgene has announced that it has raised a total of €65.5 million via a two-step capital increase. The first step of this capital increase was the completion of a rights issue, launched on February 28, 2014, which raised total gross proceeds of €45.5 million through the issuance of 4,553,551 new ordinary shares. The second step carried out on March 24, 2014 was a private placement of €20 million through the issuance of 2 million additional shares. Rights issue is a major success: All 4,553,551 new shares were subscribed by the shareholders and purchasers of the preferential subscription rights. The exercise of preferential subscription rights by irrevocable entitlement (souscription à titre irréductible) amounted to 4,378,903 shares. All remaining shares were subscribed on a reducible basis (souscription à titre réductible).The Institut Mérieux, through its subsidiary TSGH, fully subscribed to its pro rata stake of the rights offering, through the subscription of 2,482,574 shares for a total amount of €24,825,740.
- Based on demand by a large number of qualified investors, partly outside of France, the Company carried out on March 24, 2014 a placement of 2 million additional shares at a price of €10.00 per share, raising €20 million.
- This private placement was carried out in accordance with article L. 225-136 of the French Commercial Code and Resolution 12 of the Shareholders Meeting of June 19, 2013 and was only opened to investors within the meaning of article L. 411-2 II of the French Monetary and Financial Code (“qualified investors and/or small groups of investors acting on their own account”), in France and outside of France, including in the United States.
- Should Novartis exercise its option on TG4010, our cash runway would be extended to at least the end of 2016.
- The settlement and listing on Euronext Paris of the new ordinary shares to be issued under the rights issue and of the additional shares issued under the private placement are expected to take place on March 27, 2014. The 6,553,551 new ordinary shares represent 20.55% of Transgene’s issued share capital prior to the capital increase and 17.05% post capital increase. After the settlement, Institut Mérieux’s stake in the Company, through its subsidiary TSGH, shall represent 51.95% of the share capital and 64.63% of the voting rights. The new shares will be fungible with existing shares and will be traded on Euronext Paris (ISIN code FR0005175080). Transgene’s ordinary share capital will amount to 87,964,029.39 euros, composed of 38,444,106 shares with a par value of 2.2881 euros.
- * On February 28, 2014, Transgene has announced the launch of a rights issue aiming to raise €45.5 million. The terms and conditions of the rights issue are described in a prospectus (containingTransgene’s Document de Référence 2012, its update and a note d’opération) that has received the visa N°14-062 dated February 27, 2014 from the French Autorité des marchés financiers. Institut Mérieux, which currently owns 54.87% of Transgene’s share capital through its subsidiaryTSGH, has communicated to Transgene its commitment to fully subscribe to its pro rata share of the rights offering and that it may subscribe for an additional amount on a reducible basis (souscription à titre réductible). A portion of the remainder of the rights issue will be guaranteed by a bank so that, together with Institut Mérieux’s commitment, at least 75% of the rights issue will be underwritten1 (taking into account the number of shares necessary for the exercise of the preferential subscription right of the beneficiaries of stock options who would have exercised their options). A number of U.S. institutional investors that are not yet shareholders of Transgene have expressed their interest to acquire a direct shareholding in Transgene’s capital. In the case these investors should confirm their willingness to invest in Transgene’s shares and cannot do so in the rights offering, the Company may decide to proceed with a private placement of up to a maximum of 2 million shares directed at these qualified investors only after the rights offering.
Therapeutic area: Cancer - Oncology - Infectious diseases
Is general: Yes
