Molecular Partners' IPO bookbuilding resumes with support from Allergan as well as other anchor investors

Transcription

1 This is a restricted communication and you must not forward it or its contents to any person to whom forwarding it is prohibited by the legends contained therein. In particular, this release and the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such or any other countries. Molecular Partners' IPO bookbuilding resumes with support from Allergan as well as other anchor investors Zurich-Schlieren, November 3, Molecular Partners AG announced today to resume the bookbuilding process for its Initial Public Offering (IPO) on the SIX Swiss Exchange on revised transaction terms. The price for the offered registered shares with a nominal value of CHF0.10 each has been fixed at CHF22.4 per share, which implies a post money equity value on a fully-diluted basis of approximately CHF485 million (prior to exercise of the over-allotment option). The total base offer (Base Offer) is unchanged and will consist of 4,400,000 offered registered shares (Offered Shares) to be offered by Molecular Partners, comprising 4,307,000 newly-issued registered shares and 93,000 existing registered shares to be sold by the Company on behalf of certain management and founding shareholders, solely in order for them to cover wealth tax liabilities in connection with the IPO. Molecular Partners has also granted the syndicate banks an over-allotment option of up to 660,000 newly-issued registered shares, which can be exercised within 30 calendar days after the first day of trading on the SIX Swiss Exchange. Allergan, Inc. (NYSE: AGN), as strategic partner to Molecular Partners on the lead product abicipar pegol, will strongly support the IPO of Molecular Partners with an anchor order. In relation to the issued share capital post IPO, the number of Offered Shares of 4,400,000 registered shares will represent approximately 22.8% of the issued share capital upon completion of the offering (prior to exercise of the over-allotment option) or approximately 25.4% of the issued share capital upon potential full exercise of the over-allotment op- 1/5

2 tion of up to 660,000 newly-issued registered shares, respectively. The founders and executive management consider themselves to be long-term shareholders. Molecular Partners AG, management shareholders, the members of the Board of Directors and certain other shareholders have committed to lock-up arrangements customary for such a transaction. The IPO of Molecular Partners consists of a public offering to investors in Switzerland, private placements in certain jurisdictions outside of Switzerland and the United States, in each case in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act ) and on exemptions provided by the EU Prospectus Directive in accordance with applicable securities laws, as well as in reliance on other exemptions from the registration requirements of the Securities Act for non-public offerings including to Qualified Institutional Buyers in the United States in reliance on Rule 144A under the Securities Act. Gross proceeds will be c. CHF96 million (prior to exercise of the over-allotment option). Molecular Partners intends to use the proceeds to fund the continued development of proprietary DARPin product candidates, and for investments in R&D activities and capabilities, the financing of potential in-licensing or acquisition of complementary businesses and technologies and general corporate purposes. The combination of the revised IPO proceeds, existing cash and expected milestone payments from partners will provide sufficient funding and access to resources for the company to execute on its strategy. The bookbuilding process commences on 3 November 2014 and is expected to end on 4 November 2014, 1:00 pm CET (subject to extension or shortening). The listing and commencement of trading in Molecular Partners shares on SIX Swiss Exchange is expected to take place on 5 November J.P. Morgan is acting as the Sole Global Coordinator and Joint Bookrunner and UBS Investment Bank is acting as Joint Bookrunner. Cowen and Company and Bank am Bellevue are acting as Co-Managers in connection with the IPO. 2/5

3 Important information for media Listing Ticker symbol SIX Swiss Exchange (Main Standard) MOLN Swiss security number ISIN CH Offer price CHF 22.4 Offered Shares Base Offer of 4,400,000 registered shares with a nominal value of CHF 0.10 each whereof 4,307,000 primary shares offered by Molecular Partners 93,000 secondary shares offered by the Company stemming from certain management shareholders and founders Over-allotment option of up to 660,000 primary shares (up to 15% of Base Offer) granted by Molecular Partners Tentative schedule Bookbuilding period From 3 November to 4 November 2014, 1:00 pm CET, subject to extension or shortening of the bookbuilding period Allocation of shares 4 November 2014 Announcement of final number of Offered Shares Listing of shares and commencement of trading Book-entry delivery of Offered Shares against payment of the offer price Last day for exercising the over-allotment option 5 November November November December /5

4 About Molecular Partners AG Molecular Partners is a clinical-stage biopharmaceutical company that is developing a new powerful class of therapies known as DARPins. DARPins are potent, specific and versatile small protein therapies which have the potential to offer benefits over conventional monoclonal antibodies or other currently available protein therapeutics. The DARPin technology has the potential to enable a multibenefit approach to treatment which enables DARPins to target multiple pathways, or multiple epitopes on a single target to achieve substantial patient benefit. DARPins have the potential to advance modern medicine and significantly improve the treatment of serious diseases, including cancer and sight-threatening disorders. Molecular Partners has four compounds in various stages of clinical and preclinical development and several more in the research stage, with a current focus on ophthalmology and oncology. Its most advanced product candidate is abicipar pegol, for which the company's partner Allergan plans to initiate a Phase III clinical trial in wet AMD in The company has ongoing research and development partnerships with leading pharmaceutical companies including Allergan, Roche and Janssen and is backed by established biotech investors. For more information regarding Molecular Partners, please visit: For further details, please contact Jürg Wildberger Hirzel.Neef.Schmid.Konsulenten Tel: +41 (0) juerg.wildberger@konsulenten.ch Dr. Christian Zahnd, CEO christian.zahnd@molecularpartners.com Dr. Patrick Amstutz, COO patrick.amstutz@molecularpartners.com Tel: +41 (0) /5

5 Legal Notice This announcement is not an offer to sell, or a solicitation of an offer to purchase, any securities of Molecular Partners AG (the Company ), nor shall it or any part of it form the basis of, or be relied on in connection with any contract or investment decision. This announcement is not for publication or distribution (directly or indirectly) in or to the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful. This announcement is not an offer of securities for sale in the United States. The securities to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States. This announcement is not an offering circular within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or a prospectus under any other applicable laws. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in any prospectus (and any supplement(s) thereto) which may be published in due course. This document does not constitute a recommendation regarding the shares. Copies of any prospectus are available free of charge from the Company s registered office or from JP Morgan, c/o Equity Syndicate Desk, 25 Bank St., London E14 5JP, United Kingdom (telephone: ) and UBS AG, Prospectus Library, P.O. Box, 8098 Zurich, Switzerland (telephone: , facsimile: , swiss-prospectus@ubs.com). This communication is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments and who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) who fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this announcement to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. This announcement contains statements that are, or may be deemed to be, forward-looking statements. In some case, these forward-looking statements can be identified by the use of forward-looking terminology or subjective assessments, including the words potential, expects, targets, designed, intends or plans or comparable terminology or by discussions of plans, objectives, targets, goals, future events or intentions. These forward-looking statements include matters that are not historical facts or which may not otherwise be provable by reference to past events, and are based on assumptions. By their nature, forwardlooking statements are subject to known and unknown risks and uncertainties because they relate to events and/or depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these statements and forecasts. Past performance of the Company cannot be relied on as a guide to future performance. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither the Company nor any other person undertakes any obligation 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 announcement. Each of the Sole Global Coordinator, the Joint Bookrunners and Co-Managers is acting exclusively for the Company in connection with the planned offering. They will not regard any other person as their respective client in relation to the planned offering and will neither be responsible nor provide protection to anyone other than the Company, nor will they provide advice to anyone other than the Company in relation to the planned offering, the contents of this announcement or any other matter referred to herein. In connection with the offer or sale of the securities referred to herein, the underwriters may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilisation action or over-allotment will be conducted by the underwriters in accordance with all applicable laws and rules. Save as required by law or regulation, the underwriters do not intend to disclose the extent of any stabilisation action. No representation is made as to whether the underwriters will engage in any stabilisation activity or that this activity, if commenced, will not be discontinued without notice. 5/5