EANS-Adhoc: AGENNIX AG Agennix AG Announces Planned Rights Offering and
Capital Increase
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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.
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Company Information/Rights Offering, Capital Increase
16.11.2011
Planegg/Munich (Germany), November 16, 2011 - 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
increase the Company's share capital from E41,937,776 by up to E 9,319,504 to up
to E 51,257,280, by offering up to 9,319,504 newly issued shares in a rights
offering to its existing shareholders of record as of November 22, 2011. The
subscription ratio will be 9:2; i.e., a shareholder is entitled to receive two
newly issued shares for each existing nine shares held at the record date. The
subscription price has been set at E 2.95 per share, which represents
approximately a 4% discount to the November 16, 2011 XETRA closing price of E
3.06 per Agennix AG share on the Frankfurt Stock Exchange. The offering will
utilize existing authorized capital created by prior shareholders' resolutions.
The capital increase is planned to be a mixed capital increase of cash and
contribution in kind. The contribution in kind will involve the contribution by
the Company's major shareholder, dievini Hopp BioTech holding GmbH & Co. KG
(dievini), of the E 15.0 million loan that dievini provided to Agennix in July
2010, in addition to approximately E 1.2 million in interest accrued on the loan
as of November 22, 2011. Pursuant to a commitment agreement that it has entered
into with the Company and Kempen & Co N.V. (Kempen & Co), the global coordinator
for the transaction, dievini has agreed to exercise all of its subscription
rights in the rights offering with respect to shares held by it, which will
represent the principal amount of the loan plus approximately E 1.2 million in
interest.
The cash portion of the capital increase will comprise an indirect rights
offering conducted by Kempen & Co in which all existing shareholders other than
dievini will be entitled to exercise their subscription rights in cash. Any new
shares not subscribed in the rights offering will be offered on a pro rata basis
to shareholders - also at the subscription price - as part of an
oversubscription for shares. Binding offers for shares by way of subscription
and/or oversubscription must be submitted within the subscription period.
Under the commitment agreement, dievini also has the right to participate in the
oversubscription of new shares not subscribed by other shareholders in the
rights offering prior to the end of the subscription period by placing an
oversubscription order for shares in the volume of shares not subscribed by
other shareholders or in any specific amount.
Shareholders may subscribe and/or oversubscribe to the new shares during the
subscription period, which is expected to begin on November 23, 2011 and end on
December 6, 2011. There will be no organized trading in subscription rights and
no public offering.
As part of the commitment agreement, dievini has also agreed that, during a
period ending six months after the first day of trading of the new shares, it
will not sell any share of the Company or enter into any transaction or perform
any action with equivalent economic effect without the prior consent of Kempen &
Co.
The new shares are expected to be admitted to trading in the regulated market in
the Prime Standard of the Frankfurt Stock Exchange without the publication of a
prospectus and to be included in the existing listing on the Frankfurt Stock
Exchange on or around December 14, 2011 under the existing stock identification
number AGX/ISIN DE000A1A6XX4.
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 immunotherapy that has demonstrated activity in randomized, double-blind,
placebo-controlled Phase II studies in non-small cell lung cancer and in severe
sepsis. Talactoferrin is currently in Phase III clinical trials in non-small
cell lung cancer and in a Phase II/III trial in severe sepsis. Other clinical
development programs include RGB-286638, a multi-targeted kinase inhibitor in
Phase I testing for cancer, 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.
This ad hoc announcement contains forward-looking statements, which express the
current beliefs and expectations of the management of Agennix AG, including
statements about the Company's future cash position. 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 or elsewhere.
Agennix(TM) is a trademark of the Agennix group.
Further inquiry note:
Barbara Mueller
Manager, Investor Relations & Corporate Communications
Phone: +49 (0)89 8565 2693
ir@agennix.com
In the U.S.: Laurie Doyle
Senior 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
end of announcement euro adhoc
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issuer: AGENNIX AG
Im Neuenheimer Feld 515
D-69120 Heidelberg
phone: +49 89 8565 2693
FAX: +49 89 8565 2610
mail: ir@agennix.com
WWW: http://www.agennix.com
sector: Pharmaceuticals
ISIN: DE000A1A6XX4
indexes: CDAX, Prime All Share, Technology All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Düsseldorf, Hannover, München
language: English