EANS-Adhoc: AGENNIX AG
Agennix AG Sets Subscription Price at EUR 3.81 per
Share for Capital Increase and Subscription Period Planned to Begin on September
17, 2010
-Dievini Hopp BioTech holding Provides Firm Commitment to Invest up to EUR 80 ...
ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
Capital Increase; Supscription Price
15.09.2010
Planegg/Munich (Germany), September 15, 2010 - Agennix AG (Frankfurt Stock Exchange (Prime Standard): AGX/ISIN DE000A1A6XX4) today announced that its Management Board has resolved, with the approval of the Supervisory Board, to set the subscription price for a rights offering and related private placement of unsubscribed shares at EUR 3.81 per share, which represents approximately a 10% discount to the September 14, 2010 XETRA closing price of EUR 4.23 per Agennix AG share on the Frankfurt Stock Exchange.
Agennix's Management Board and Supervisory Board have made their decision on the basis of the authorization granted to them by the Company's annual general meeting on May 25, 2010 to increase the Company's share capital by up to 20,588,705 new shares. The Company is offering up to 20,588,705 newly issued shares in a rights offering to existing shareholders entitled to participate in the rights offering at a subscription ratio of 1:1. Shares are being offered in a public offering in Germany and the Grand Duchy of Luxembourg. Shares not subscribed in the rights offering will be offered in private placements to institutional investors outside those two countries.
In support of the planned capital increase, dievini Hopp BioTech holding GmbH & Co. KG (dievini), a major shareholder of Agennix AG, has entered into a firm commitment agreement with the Joint Global Coordinators, Piper Jaffray Ltd. and WestLB AG, under which dievini will exercise all its subscription rights with respect to existing shares held by it and will purchase new shares not subscribed by the other existing shareholders or which are not placed with new investors as part of the private placement. Dievini has committed to invest up to EUR 80 million.
Dievini has informed the Company that it has applied on behalf of itself, Dietmar Hopp and other persons and legal entities whose ownership of shares is attributed to Dietmar Hopp to the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (BaFin) for the granting of an exemption from the obligation to make a mandatory tender offer in case it acquires new shares pursuant to the firm commitment agreement or new shares are attributed to dievini pursuant to Section 30 of the German Takeover Act and dievini thereby acquires control of the Company in the meaning of Section29 (2) of the German Takeover Act. The likelihood of receiving such exemption as well as the timing of any such decision by BaFin remains uncertain.
Furthermore, dievini and certain shareholders deriving their ownership from Gordon A. Cain, a co-founder of Agennix Incorporated (the Cain Shareholders), have agreed that, subject to certain limited exceptions, they will not, during a period ending six months after the first trading of the new shares, sell any share of the Company or enter into any transaction or perform any action with equivalent economic effect.
The Cain Shareholders, which together hold approximately 23% of the Company's shares, have also entered into an agreement pursuant to which each Cain Shareholder has undertaken not to exercise its subscription rights and upon request will transfer its subscription rights free of charge to parties identified by the banks implementing the capital increase.
The offer and subscription price for the transaction will be EUR 3.81 per share. The subscription period is expected to begin on September 17, 2010 and end on September 30, 2010. The new shares are expected to start trading on the Frankfurt Stock Exchange on or about October 5, 2010.
The prospectus for this offering is expected to be approved by the
BaFin on September 15, 2010 and will be available on the Company's
website, {www.agennix.com}[HYPERLINK: http://www.agennix.com], and in
hard copy from Agennix AG, Fraunhoferstrasse 20, 82152 Planegg,
Germany, as well as at the offices of the Joint Global Coordinators,
Piper Jaffray Ltd., One South Place, London EC2M 2RB, United Kingdom
and WestLB AG, Herzogstrasse 15, 40217 Duesseldorf, Germany.END OF AD HOC ANNOUNCEMENT
About Agennix
Agennix AG is a publicly listed biopharmaceutical company that is
focused on the development of novel therapies that have the potential
to substantially improve the length and quality of life of critically
ill patients in areas of major unmet medical need. The Company's most
advanced program is talactoferrin, an oral therapy that has
demonstrated activity in randomized, double-blind, placebo-controlled
Phase II studies in non-small cell lung cancer, as well as in severe
sepsis. Talactoferrin is currently in Phase III clinical trials in
non-small cell lung cancer, and Agennix plans to develop this program
further for the treatment of severe sepsis. Other clinical
development programs include RGB-286638, a multi-targeted kinase
inhibitor in Phase I testing; the oral platinum-based compound
satraplatin; and a topical gel form of talactoferrin for diabetic
foot ulcers. Agennix's registered seat is in Heidelberg, Germany. The
Company has three sites of operation: Planegg/Munich, Germany;
Princeton, New Jersey and Houston, Texas. For additional information,
please visit the Agennix Web site at {www.agennix.com}[HYPERLINK:
http://www.agennix.com].This ad hoc announcement contains forward-looking statements, which express the current beliefs and expectations of the management of Agennix AG. Such statements are based on current expectations and are subject to risks and uncertainties, many of which are beyond our control, that could cause future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially depending on a number of factors, and we caution investors not to place undue reliance on the forward-looking statements contained in this ad hoc announcement. Forward-looking statements speak only as of the date on which they are made and Agennix undertakes no obligation to update these forward-looking statements, even if new information becomes available in the future.
This ad hoc announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America. The shares in Agennix AG (the "Shares") mentioned herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act").
The Shares have not been, and will not be, registered under the Securities Act and will not be offered or sold in the United States, except on the basis of applicable exemptions from registration. There will be no public offering of securities in the United States.
end of announcement euro adhoc
Further inquiry note:
Agennix AG
Investor Relations
& Corporate Communications
Phone: +49 (0)89 8565 2693
ir@agennix.com
In the U.S.: Laurie Doyle
Director, Investor Relations
& Corporate Communications
Phone: +1 609 524 5884
laurie.doyle@agennix.com
Additional media contact for Europe:
MC Services AG
Raimund Gabriel
Phone: +49 (0) 89 210 228 0
raimund.gabriel@mc-services.eu
Additional investor contact for Europe:
Trout International LLC
Lauren Williams, Vice President
Phone: +44 207 936 9325
lwilliams@troutgroup.com
Branche: Pharmaceuticals
ISIN: DE000A1A6XX4
WKN: A1A6XX
Index: CDAX, Prime All Share, Technology All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade