Active Biotech today announces that it has completed a private placement of 2,500,000 new shares, providing the company with SEK 375 million before transaction costs.
The private placement, which was announced on 26 January 2011, has allowed Active Biotech to place 2,500,000 new shares at a price of SEK 150 per share with international institutional investors and qualified investors in Sweden through an accelerated bookbuilding procedure.
The proceeds from the private placement are intended to be used to strengthen Active Biotech's R&D activities through enabling the Company to fund development of its late stage prostate cancer treatment candidate, TASQ, with potential partners, advancing existing projects further towards commercialization, bringing additional discovery projects into the clinic and for general corporate purposes.
For the purpose of the private placement, the Board of Directors of Active Biotech has resolved, pursuant to the authorization given by the 2010 annual general meeting, on a directed issue of 2,500,000 new shares. The purpose of the resolution to issue new shares, deviating from the shareholders' pre-emptive rights, is primarily to broaden the long-term institutional ownership in Active Biotech, and to take advantage of an opportunity to raise capital for the above-mentioned purposes on attractive terms, thereby promoting Active Biotech's ability to create further value for all shareholders.
Settlement with investors is to take place on 1 February 2011 and registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden is expected to take place a few days thereafter. MGA Holding AB has undertaken to temporarily lend the number of shares required to facilitate prompt settlement with investors.
The new issue results in an equity dilution of 3.65 percent after completed issue. Furthermore, the subscription price corresponds to a discount of 5.66 percent compared to the closing share price on 26 January 2011. Active Biotech's two largest shareholders MGA Holding AB and Nordstjernan AB, with a joint holding of votes and shares of approximately 44 percent, have stated that they support the private placement.
Through the issue, the number of shares in Active Biotech increases by 2,500,000 from 65,999,920 to 68,499,920 and the share capital increases by SEK 9,423,356.64 from SEK 248,776,313.65 to SEK 258,199,670.29.
Tomas Leanderson, CEO of Active Biotech, comments:
"We are delighted to have raised this additional funding from a broad range of investors, including new Healthcare specialist institutions. We intend to use our strengthened financial position to enhance and broaden our R&D activities in our key autoimmune and oncology focused programs. The strengthened financial position enables Active Biotech to enter into a more flexible partner agreement regarding its TASQ project and initiate phase III recruitment without delay. This strategy will retain more of the project value within the company, which will create additional value for Active Biotech shareholders."
Jefferies International Limited and Carnegie Investment Bank (collectively, the "Bookrunners") acted as bookrunners to Active Biotech. Vinge and Wiggin & Dana acted as legal advisors to Active Biotech. Latham & Watkins and Mannheimer Swartling acted as legal advisors to the Bookrunners.
For further information, please contact:
Tomas Leanderson, President & CEO
Tel: +46 (0)46 19 20 95
E-mail: tomas.leanderson@activebiotech.com
Active Biotech AB
PO Box 724, SE-220 07 Lund
Sweden
Tel: +46 (0)46-19 20 00
Fax: +46 (0)46-19 11 00
Active Biotech is required under the Securities Markets Act to make the information in this press release public. The information was submitted for publication at 8:00 a.m. CET on 27 January 2011.
Active Biotech AB (publ) (NASDAQ OMX NORDIC: ACTI) is a biotechnology company with focus on autoimmune/inflammatory diseases and cancer. Projects in or entering pivotal phase are laquinimod, an orally administered small molecule with unique immunomodulatory properties for the treatment of multiple sclerosis, TASQ for prostate cancer as well as ANYARA for use in cancer targeted therapy, primarily of renal cell cancer. In addition, laquinimod is in Phase II development for Crohn's and Lupus. Further projects in clinical development comprise the two orally administered compounds, 57-57 for SLE & Systemic Sclerosis and RhuDex(TM) for RA. Please visit www.activebiotech.com for more information.
IMPORTANT INFORMATION
The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of Active Biotech in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"). The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act of 1933, as amended. Active Biotech does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Australia, Canada, Singapore, South Africa, Switzerland, Japan or Hong Kong.
This press release is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the "Prospectus Directive"). Active Biotech has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the Private Placement. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In any Relevant Member State this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005) (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The Bookrunners are acting exclusively for Active Biotech and no one else in connection with the Private Placement. The Bookrunners will not regard any other person (whether or not a recipient of this press release) as their client in relation to the Private Placement and will not be responsible to anyone other than Active Biotech for providing the protections afforded to their clients nor for giving advice in relation to the Private Placement or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by the Bookrunners as to the accuracy, completeness or verification of the information set forth in this press release, and nothing contained in this press release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Bookrunners assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this press release or any such statement.
The Private Placement will be subject to conditions and termination events, including those which are customary for such offerings. The Bookrunners reserve the right to exercise or refrain from exercising their rights in relation to the fulfillment or otherwise of any such conditions or the occurrence of any termination event in such manner as they may determine in their absolute discretion. Any investors in the Private Placement will be deemed to acknowledge that any offering of new shares hence may not be completed and that neither the company nor the Bookrunners in such event shall have any liability to the investors. Any investors in the Private Placement will further be deemed to acknowledge (i) the information in this press release, (ii) that the investors are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the company, the Bookrunners or any of their respective affiliates or any non-public information, and (iii) that they have consulted with their own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent they have deemed necessary, and they have made their own investment decisions based upon their own judgment and upon any advice from such advisers as they have deemed necessary. Any investors are also expected to execute a customary investor letter. The company has not given, and the investors have not received from the company, any non-public information in connection with the Private Placement.
This press release contains "forward-looking statements", which are statements related to future events. In this context, forward-looking statements often address Active Biotech's expected future business and financial performance, and often contain words such as "expect", "anticipate", "intend", "plan", "believe", "seek", or "will". Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause Active Biotech's actual future results to be materially different than those expressed in its forward-looking statements. Active Biotech does not undertake to update its forward-looking statements.
