TopoTarget A/S
Symbion
Fruebjergvej 3
DK 2100 Copenhagen
Denmark
Tel: +45 39 17 83 92
Fax: +45 39 17 94 92
CVR-nr: 25695771
www.topotarget.com
To OMX Nordic Exchange Copenhagen
Announcement No. 14-08 / Copenhagen, May 7, 2008
Copenhagen, Denmark - May 7, 2008 - TopoTarget A/S (OMX: TOPO) today announced
that TopoTarget issues nominal DKK 5,000,000 shares to CuraGen Corporation in a
direct placement as part consideration for the purchase by TopoTarget of rights
to belinostat.
TopoTarget issues nominal DKK 5,000,000 shares to CuraGen Corporation in a
direct placement as part consideration for the purchase by TopoTarget of rights
to belinostat. The new shares are expected to be admitted for trading and
official listing on the OMX Nordic Exchange Copenhagen A/S on Wednesday May 14,
2008.
Background for the placement
By Company Announcement No. 13-08 of April 22, 2008, TopoTarget A/S (OMX: TOPO)
announced an agreement with CuraGen Corporation (CuraGen) whereby CuraGen
accepted to sell its US and Rest of World rights to belinostat to TopoTarget in
return for the receipt of USD 26 million (approximately DKK 122.8 million),
5,000,000 new TopoTarget shares issued through a directed issue of shares and a
commercial milestone payment of a total of USD 6 million (approximately DKK
28.3 million), which is defined as 10% of the first USD 60 million
(approximately DKK 283.5 million) of belinostat sales or partnership revenues.
The direct placement is exempt from prospectus requirements pursuant to Section
13, subsection 1, no. 1 of the Executive Order No. 1232 of 22 October 2007 on
Prospectuses etc.
Number of issued shares, subscription price, etc.
In accordance with the terms agreed with CuraGen, TopoTarget's board of
directors has today resolved to issue 5,000,000 new ordinary shares in
TopoTarget each with a nominal value of DKK 1. The new shares are subscribed by
CuraGen in a directed issue of shares. The new shares are issued by
TopoTarget's board of directors pursuant to the authorization contained in
article 7 of TopoTarget's articles of association.
The new shares are issued against a contribution in kind consisting of the
transfer to TopoTarget of CuraGen's exclusive rights to commercialize
belinostat in the United States, an exclusive worldwide license from CuraGen to
TopoTarget to CuraGen's intellectual property rights relating to belinostat as
well as the transfer of data and materials owned by CuraGen relating to
belinostat.
The assets contributed in kind are valued taking into account the cash payment
obligations that TopoTarget has undertaken in the agreement with CuraGen and
each share is subscribed to at a subscription price which is equivalent to the
closing price of TopoTarget's shares on 21 April 2008 i.e. DKK 11.10 per
ordinary share each with a nominal value of DKK 1.
The new shares are issued without pre-emptive rights for TopoTarget's existing
shareholders and no person or entity other than CuraGen participates in the
direct placement.
Rights of the new shares
The new shares rank pari passu in all respects with each other and with all
other TopoTarget shares. The new shares are freely transferable negotiable
instruments issued to bearer, but may be recorded in the name of the holder.
The shares give rights to dividends and other rights in the company from the
date of the registration of the capital increase with the Commerce and
Companies Agency. The new shares carry full right to dividends payable for the
current financial year. TopoTarget's financial year follows the calendar year.
Dividends
TopoTarget will calculate and withhold Danish taxes on dividends in accordance
with applicable rules. TopoTarget has not previously paid out dividends and do
not expect to do so in the foreseeable future.
Changes to the share capital
TopoTarget's current share capital amounts to nominal DKK 61,304,510 consisting
of 61,304,510 shares each with a nominal value of DKK 1 and will - after
completion of the direct placement - be nominal DKK 66,304,510 consisting of
66,304,510 shares each with a nominal value of DKK 1.
Ownership structure
On completion of the direct placement, CuraGen will hold approximately 7.5% of
TopoTarget's total share capital. Before the direct placement CuraGen held no
shares in TopoTarget.
Prior to the direct placement, TopoTarget had three shareholders who each held
more than 5% of TopoTarget's share capital. The table below shows these
shareholdings and also the direct placement's effect on these shareholdings as
well as CuraGen's ownership before and after the direct placement.
Shareholder Ownership before the direct placement Ownership as calculated
after the direct placement
BankInvest funds 18.13% 16.76%
HealthCap funds 15.44% 14.28%
PKA funds 6.70% 6.19%
CuraGen 0% 7.54%
Costs
The costs associated with the capital increase are estimated at DKK 75,000.
Admission to trading of the new shares
An application has been made for the new shares to become listed and admitted
for official trading on the OMX Nordic Exchange Copenhagen A/S after
registration with the Danish Commerce and Companies Agency. It is expected that
the new shares will list and become admitted for official trading on the OMX
Nordic Exchange Copenhagen A/S under the existing trading symbol for
TopoTarget's shares ”TOPO” on Wednesday May 14, 2008. The ISIN code for the new
shares will be the same as the ISIN code for TopoTarget's existing shares which
is DK0060003556. TopoTarget's company registration number is 25695771.
TopoTarget A/S
For further information, please contact:
Ulla Hald Buhl Telephone +45 39 17 83 92
Director IR & Communications Mobile +45 21 70 10 49
Background information
About Belinostat
Belinostat is a promising small molecule HDAC inhibitor being investigated for
its role in the treatment of a wide range of solid tumors and hematologic
malignancies either as a single-agent, or in combination with other active
anti-cancer agents, including carboplatin, paclitaxel, cis-retinoic acid,
azacitidine and Velcade® (bortezomib) for injection. HDAC inhibitors represent
a new mechanistic class of anti-cancer therapeutics that target HDAC enzymes,
and have been shown to arrest growth of cancer cells (including drug resistant
subtypes); induce apoptosis, or programmed cell death; promote differentiation;
inhibit angiogenesis; and sensitize cancer cells to overcome drug resistance
when used in combination with other anti-cancer agents.
Intravenous belinostat is currently being evaluated in multiple clinical trials
as a potential treatment for cutaneous and peripheral T-cell lymphomas, B-cell
lymphomas, AML, mesothelioma, soft tissue sarcoma, MDS, and liver, colorectal,
and ovarian cancers, either alone or in combination with anti- cancer
therapies. An oral formulation of belinostat is also being evaluated in a
Phase I clinical trial for patients with advanced solid tumors. In August
2004, CuraGen signed a Clinical Trials Agreement with the NCI under which the
NCI will sponsor several clinical trials to investigate belinostat for the
treatment of various cancers, both as a single-agent and in combination
chemotherapy regimens. In May 2005, TopoTarget announced the signing of a
Cooperative Research and Development Agreement (CRADA) with the NCI to conduct
preclinical and nonclinical studies on belinostat in order to better understand
its anti-tumor activity and to provide supporting information for clinical
trials.
About TopoTarget
TopoTarget (OMX: TOPO) is a biotech company, headquartered in Denmark and with
subsidiaries in the US, Switzerland, Germany and the UK, dedicated to finding
''Answers for Cancer'' and developing improved cancer therapies. TopoTarget is
founded and run by clinical cancer specialists and combines years of hands-on
clinical experience with in-depth understanding of the molecular mechanisms of
cancer. Focus lies on highly predictive cancer models and key cancer targets
(including HDACi, NAD+, mTOR, FasLigand and topoisomerase II inhibitors) and a
strong development foundation has been built. TopoTarget has a broad portfolio
of small molecule pre-clinical drug candidates and nine drugs (both small
molecules and protein based) are in clinical development, including both novel
anti-cancer therapeutics and new cancer indications for existing drugs.
Savene®/Totect® was approved by EMEA in 2006 and the FDA in 2007 and is
TopoTarget's first product on the market. For more information, please refer to
www.topotarget.com.
TopoTarget Safe Harbour Statement
This announcement may contain forward-looking statements, including statements
about our expectations of the progression of our preclinical and clinical
pipeline including the timing for commencement and completion of clinical
trials and with respect to cash burn guidance. Such statements are based on
management's current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. TopoTarget cautions investors
that there can be no assurance that actual results or business conditions will
not differ materially from those projected or suggested in such forward-looking
statements as a result of various factors, including, but not limited to, the
following: The risk that any one or more of the drug development programs of
TopoTarget will not proceed as planned for technical, scientific or commercial
reasons or due to patient enrolment issues or based on new information from
non-clinical or clinical studies or from other sources; the success of
competing products and technologies; technological uncertainty and product
development risks; uncertainty of additional funding; TopoTarget's history of
incurring losses and the uncertainty of achieving profitability; TopoTarget's
stage of development as a biopharmaceutical company; government regulation;
patent infringement claims against TopoTarget's products, processes and
technologies; the ability to protect TopoTarget's patents and proprietary
rights; uncertainties relating to commercialization rights; and product
liability expo-sure; We disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by law.
