Company Announcement
- Johnson & Johnson Development Corporation to subscribe to 5.4 million shares of nominally DKK 1 at a price of DKK 88 per share
- Total investment of DKK 475 million (approx. $80 million) in Genmab shares
- Issue of shares is dependent on closing of the daratumumab license agreement between Genmab and Janssen Biotech, Inc., one of the Janssen Pharmaceutical Companies of Johnson & Johnson
Copenhagen, Denmark; August 30, 2012 – Genmab A/S (OMX: GEN) announced today additional details concerning the subscription of shares by Johnson & Johnson Development Corporation (JJDC) as part of the global license and development agreement for daratumumab (HuMax®-CD38) between Genmab (see Genmab’s Company Announcement 20) and Janssen Biotech, Inc., one of the Janssen Pharmaceutical companies of Johnson & Johnson.
The issue of new shares to Johnson & Johnson consists of a private placement of 5.4 million shares of nominally DKK 1 by Genmab to JJDC registered in New Jersey.
The new shares will be issued by Genmab under the authorization to the board of directors from Genmab’s shareholders granted at the annual general meeting on April 6, 2011. The new shares will be issued for cash without pre-emptive rights for Genmab’s existing shareholders, and no person or entity other than JJDC will participate in the private placement.
Each share has a subscription price of DKK 88 per share of a nominal value of DKK 1 (one). Genmab’s closing share price on August 29, 2012 was DKK 67.85.
The new shares have the same rights and privileges as all other shares issued by Genmab. The new shares are freely transferable negotiable instruments and will carry full rights to dividends as of the date of issue. Under the terms of the share subscription agreement, JJDC has agreed to certain customary restrictions on trading Genmab shares.
Genmab currently has 44,907,142 shares outstanding and after completion of the private placement the number of shares will be 50,307,142. After the issue of the new shares, JJDC will own 10.73% of Genmab’s share capital.
A private placement prospectus containing more details of the placement is being prepared and will be published in accordance with applicable rules and regulations. The prospectus will be published as soon as possible after the signing of the share subscription agreement. The share subscription agreement is subject to customary closing conditions, including antitrust clearance of the daratumumab license agreement between Genmab and Janssen from the Federal Trade Commission and the Antitrust Division of the Department of Justice under the Hart-Scott-Rodino Act and approval of the prospectus by the Danish Financial Supervisory Authority. An application will be made for the admittance and listing of the new shares for trading on the NASDAQ OMX Copenhagen A/S.
About daratumumab
Daratumumab is a human CD38 monoclonal antibody with broad-spectrum killing activity. Daratumumab is in clinical development for multiple myeloma (MM). Daratumumab targets the CD38 molecule which is highly expressed on the surface of multiple myeloma cells. Daratumumab could also have potential in other tumors on which CD38 is expressed.
About Genmab A/S
Genmab is a publicly traded, international biotechnology company specializing in the creation and development of differentiated human antibody therapeutics for the treatment of cancer. Founded in 1999, the company’s first marketed antibody, ofatumumab (Arzerra®), was approved to treat chronic lymphocytic leukemia in patients who are refractory to fludarabine and alemtuzumab after less than eight years in development. Genmab’s validated and next generation antibody technologies are expected to provide a steady stream of future product candidates. Partnering of innovative product candidates and technologies is a key focus of Genmab’s strategy and the company has alliances with top tier pharmaceutical and biotechnology companies. For more information visit www.genmab.com.
Contact:
Rachel Curtis Gravesen, Senior Vice President, Investor Relations & Communications
T: +45 33 44 77 20; M: +45 25 12 62 60; E: r.gravesen@genmab.com
This Company Announcement contains forward looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with pre-clinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements in relation to actual results, unless required by law.
Genmab®; the Y-shaped Genmab logo®; HuMax®; HuMax-CD20®; HuMax®-EGFr; HuMax®-IL8; HuMax®-TAC; HuMax®-CD38; HuMax®-TF; HuMax®-TF-ADC; HuMax®-Her2; HuMax®-cMet, HuMax®-CD74, DuoBody™ and UniBody® are all trademarks of Genmab A/S. Arzerra® is a trademark of GlaxoSmithKline.
Company Announcement no. 21
CVR no. 2102 3884
Genmab A/S
Bredgade 34
1260 Copenhagen K
Denmark
