Thomas Lingelbach, Valneva’s Chief Executive Officer, commented: “We are delighted that several leading US healthcare funds have invested in Valneva. This investment supports our capital access strategy and future growth, including the acceleration of our key development programs. We are grateful for the continued support of our main existing shareholders”.
The capital raise was conducted by means of a private placement reserved for qualified investors. Approximately 81% of the shares were allocated to US investors. Two of the Company’s major shareholders, Groupe Grimaud and MVM Life Science Partners, also participated in the placement. Groupe Grimaud and MVM Life Science Partners have subscribed 12.0% and 6.0% of the new shares respectively. On this basis, after completion of the capital increase, Groupe Grimaud and MVM Life Science Partners will hold 15.1% and 7.3% of the share capital of the Company respectively.
Guggenheim Securities, LLC acted as Lead Placement Agent and Oddo BHF acted as Joint Placement Agent.
Key characteristics of the offering
A total of 13,333,334 new shares, par value €0.15 each, have been placed with new and existing investors. The new shares, representing approximately 17% of the issued share capital of the Company prior to the share capital increase, will be issued pursuant to a decision of the Company’s Management Board, in accordance with the authorization granted by the Supervisory Board on September 20, 2018 pursuant to the seventeenth resolution of the annual general meeting of the shareholders of the Company held on June 28, 2018 and in accordance with articles L. 225-136 of the French Commercial code (code de commerce) and L. 411-2(II) of the French monetary and financial code (code monétaire et financier). On an illustrative basis, a shareholder holding 1% of Valneva’s capital before the offering will now hold a stake of 0.85%.
The issue price of the new shares has been set at €3.75 per share, representing a 2.6% discount to the volume weighted average price of the Company’s shares on the regulated market of Euronext Paris over the 3 last trading days before pricing (i.e. from September 24th, 2018 to September 26th, 2018 inclusive), which was €3.85. Following the settlement and delivery of the new shares, the Company's share capital will be €13,637,557 consisting of 90,917,048 shares, nominal value of €0.15 each. The expected closing date of the offering is October 1st, 2018.
Use of proceeds
The offering proceeds raised will be used to pursue the clinical development of the Company’spipeline candidates, notably its vaccine candidates against Lyme and Chikungunya, as well as for working capital and general corporate purposes. Net proceeds will reinforce the cash position of the Company which amounted to €37.7 million at the end of June 2018.
Admission to listing of the new shares
The new shares will carry dividend rights as from their issue date and be immediately fungible in all respects with the Company’s existing shares. The new shares are expected to be admitted to trading under the same code as the existing shares (ISIN FR0004056851) on October 1st, 2018 on the regulated market of Euronext in Paris and as soon as possible thereafter on the regulated market of the Vienna Stock Exchange (Austria). The offering is not subject to a prospectus to be approved by the French financial markets authority (Autorité des marchés financiers).
Standstill and lock-up provisions
Valneva has entered into a lock-up agreement ending 90 calendar days after the date of the closing of the offering which, subject to customary exceptions, limits the Company's ability to issue additional shares during the lock-up period. The Company’s Management Board members, members of the Supervisory Board holding Valneva shares or equity warrants and Valneva’s three largest shareholders have also signed lock-up agreements with regard to the Company’s shares that they hold, restricting their ability to sell or transfer those shares for the same 90-day period.
Attention is drawn to the risk factors related to the Company and its activities presented in section 1.5 of the Company’s half year financial report published on August 2, 2018 and section A.5 of the 2017 registration document filed with the Autorité des marchés financiers on March 21, 2018 under number D.18-0159, which is available on the Autorité des marchés financiers website (www.amffrance.org) or on the Company’s website (www.valneva.com). This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
About Valneva SE
Valneva is a fully integrated, commercial stage biotech company focused on developing innovative life-saving vaccines. Valneva’s portfolio includes two commercial vaccines for travelers: IXIARO®/JESPECT® indicated for the prevention of Japanese encephalitis and DUKORAL® indicated for the prevention of cholera and, in some countries, prevention of diarrhea caused by ETEC. The Company has various vaccines in development including a unique vaccine against Lyme disease. Valneva has operations in Austria, Sweden, the United Kingdom, France, Canada and the US with over 450 employees. More information is available at www.valneva.com.