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Important information
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The information contained in this section of the website of Oncopeptides AB (publ) (the “Company”) is (a) only intended for, and may only be accessed by, or distributed or dissem-inated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Hong Kong, Ja-pan, Canada, New Zealand, Singapore or South Africa, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regu-lations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Company in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such juris-diction.
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Press release
Oncopeptides has carried out a directed share issue of approximately SEK 435.6 million (approximately USD 41.1 million)
The Board of Directors of Oncopeptides AB (publ) (“Oncopeptides” or the “Company”) (Nasdaq Stockholm: ONCO) has resolved to issue 15,061,443 new shares (the “New Shares”) in a directed share issue to international and Swedish institutional investors based on the authorization granted by the Annual General Meeting on 28 June 2022 (the “Directed Share Issue”). The price for the New Shares is SEK 28.92 per new share, corresponding to the closing price on the day of this announcement of the Oncopeptides share, as traded on Nasdaq Stockholm. A number of international and Swedish investors participated in the Directed Share Issue, including new investors such as Redmile Group, HealthCap VIII and Adrigo Asset Management, as well as the existing shareholders HealthCap VI, Industrifonden and Swedbank Robur Fonder, with demand for the New Shares exceeding the size of the Directed Share Issue. Through the Directed Share Issue, Oncopeptides will receive proceeds amounting to approximately SEK 435.6 million (approximately USD 41.1 million) before transaction costs.
The price for the New Shares is SEK 28.92 per new share, corresponding to the closing price on the day of this announcement, as traded on Nasdaq Stockholm. The price per new share in the Directed Share Issue has been resolved by the Board of Directors in consultation with Carnegie Investment Bank AB (publ) (“Carnegie”) and DNB Markets, a part of DNB Bank ASA, Sweden branch (“DNB”) (together referred to as the “Joint Bookrunners”), based on negotiations with the participating investors. Through the Directed Share Issue, Oncopeptides will receive proceeds amounting to approximately SEK 435.6 million (approximately USD 41.1 million) before transaction costs.
The Directed Share Issue amounts to 15,061,443 new shares based on the authorization granted by the Annual General Meeting held on 28 June 2022. Through the Directed Share Issue, the number of outstanding shares and votes in the Company will increase from 75,307,217 to 90,368,660. The share capital will increase from approximately SEK 8,367,469 to approximately SEK 10,040,976.
The Board of Directors’ standpoint is that a key element for the Company’s operations is to ensure a solid financial position for the Company. The Board of Directors has considered a rights issue to secure the Company’s long-term capital needs. However, due to the significant execution time and market exposure, the Board decided it was not appropriate to pursue that option. Other key reasons for deviating from the shareholders’ preferential rights are to further strengthen the shareholder base with institutional investors and to minimize the potential risk of the financing materially affecting the share price negatively.
The Board of Directors’ assessment is that the price per new share in the Directed Share Issue is favorable, especially considering current volatile and challenging market conditions. The overall assessment is that the Directed Share Issue is performed in the interest of the Company and its shareholders.
Oncopeptides intends to use the net proceeds from the Directed Share Issue to strengthen its financial position and continue to execute on the Company’s commercialization strategy. This includes:
- Initiate the commercialization in Europe by introducing Pepaxti (melphalan flufenamide) to the market for the treatment of patients with triple class refractory multiple myeloma at specialized haematology clinics in Germany during Q4 2022 and shortly thereafter introduce the product in Austria. The continued commercialization might be carried out in collaboration with one or more commercial partners.
- Support the ongoing EMA application for market approval of Pepaxti in earlier treatment lines, preclinical development of new drug candidates based on the Company’s proprietary platforms and expansion to new haematological indications.
- Create a foundation for the marketing of Pepaxto in the US for treatment of patients with multiple myeloma ahead of a possible agreement with FDA. Marketing might be be carried out in collaboration with one or more commercial partners.
- General corporate purposes.
In connection with the Directed Share Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 90 calendar days after the settlement date of the Directed Share Issue provided, however, that the Company shall have the right to issue warrants to the EIB. In addition, the members of the Board of Directors, senior management, and the Company’s main shareholders HealthCap VI and Industrifonden have undertaken not to, subject to customary exceptions, divest any shares in the Company for a period of 90 days from the settlement date.
Advisers
Carnegie and DNB act as Joint Bookrunners in connection to the Directed Share Issue. Advokatfirman Vinge KB is legal adviser to the Company and White & Case is legal adviser to the Joint Bookrunners in connection with the Directed Share Issue.
For further information, please contact:
Rolf Gulliksen, Global Head of Corporate Communications, Oncopeptides
E-mail: rolf.gulliksen@oncopeptides.com
Telephone: +46 70 262 96 28
The information in the press release is information that Oncopeptides is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons above, on 14 July 2021 at 23:55 (CEST).
About Oncopeptides
Oncopeptides is a biotech company focused on research and development of pharmaceuticals for difficult-to-treat haematological diseases. The Company uses its proprietary PDC platform to develop peptide-drug conjugated compounds that rapidly and selectively deliver cytotoxic agents into cancer cells. The first drug coming from the PDC platform, Pepaxto® (INN melphalan flufenamide), was granted accelerated approval in the U.S., on February 26, 2021, in combination with dexamethasone, for treatment of adult patients with relapsed or refractory multiple myeloma. Due to regulatory hurdles the product is currently not marketed in the U.S. On June 23, 2022, CHMP adopted a positive opinion recommending full approval of Oncopeptides Pepaxti® (melphalan flufenamide), in EU in patients with triple class refractory multiple myeloma. Oncopeptides is developing several new compounds based on the PDC platform. The company is listed in the Mid Cap segment on Nasdaq Stockholm with the ticker ONCO. More information is available on www.oncopeptides.com.
Important Information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Oncopeptides in any jurisdiction, neither from Oncopeptides nor from someone else.
Any investment decision in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Bookrunners. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, the United Kingdom, Canada, Hong Kong, Australia, South Africa, Japan, Switzerland, Israel, New Zealand or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Oncopeptides has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA 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 Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons“). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Oncopeptides have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Oncopeptides may decline and investors could lose all or part of their investment; the shares in Oncopeptides offer no guaranteed income and no capital protection; and an investment in the shares in Oncopeptides is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Oncopeptides.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Oncopeptides and determining appropriate distribution channels.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq Stockholm rule book for issuers.