Lausanne, Switzerland, July 17, 2018 - AC
Immune SA (NASDAQ: ACIU), a Swiss-based, clinical-stage
biopharmaceutical company focused on neurodegenerative diseases,
today announced that it is commencing offerings of up to 10 million
new common shares of the Company with a nominal value of
CHF 0.02 each. The Company intends to issue all new common
shares against cash contributions as approved by the Company's
shareholders.
The Company plans to use the proceeds from the
offerings primarily to fund research and development expenses for
the Company's clinical and pre-clinical research and development
activities, for working capital and the remainder for general
corporate purposes.
The offerings consist of:
- a first subscription rights offering to the Company's eligible
shareholders who held common shares of the Company at the close of
trading on The Nasdaq Global Market on July 2, 2018 (such
shareholders, the "eligible shareholders" and such date, the
"record date"), to subscribe for up to 8.5 million newly issued
common shares on a pro rata basis (the "first subscription rights
offering");
- a registered public offering of up to 8.5 million newly issued
common shares (which is expected to include common shares offered
pursuant to an option granted by the Company to the underwriters to
purchase additional common shares) consisting of any common shares
offered, but not subscribed for by eligible shareholders, in the
first subscription rights offering through an accelerated book
building procedure (the "primary offering"); and
- a second subscription rights offering to eligible shareholders
to subscribe for up to 1.5 million newly issued common shares on a
pro rata basis (the "second subscription rights offering").
The subscription price per common share for the
first subscription rights offering and the second subscription
rights offering will be equal to the price per share at which newly
issued common shares were sold in the primary offering (the
"offering price"). The price per new common share of the Company
will therefore be the same for all three offerings. The offering
price will be determined by the Company and the underwriters after
the close of trading on The Nasdaq Global Market on July 18, 2018,
based on the number of common shares for which preemptive
subscription rights have been exercised in the first subscription
rights offering, investor demand resulting from the book-building
procedure, the price of the Company's existing common shares on The
Nasdaq Global Market, and prevailing market conditions, but in no
event will the offering price exceed USD 13.59, which
represents a 10% premium to the last reported sale price of the
Company's common shares as reported on The Nasdaq Global Market on
July 16, 2018.
For each of the first subscription rights
offering and the second subscription rights offering, each eligible
shareholder will be entitled to one preemptive subscription right
per existing common share held by such eligible shareholder on the
record date. Each eligible shareholder may subscribe for one newly
issued common share for every 6.74 preemptive subscription rights
held by such eligible shareholder in the first subscription rights
offering, and for one newly issued common share for every 38.24
preemptive subscription rights held by such eligible shareholder in
the second subscription rights offering. The preemptive
subscription rights in the first subscription rights offering and
the second subscription rights offering will not be listed or
tradable. No fractions of new common shares will be issued or
delivered.
The subscription period for the first
subscription rights offering to exercise preemptive subscription
rights begins at 4:00 p.m. (New York City time) on July 17, 2018
and will expire at 4:00 p.m. (New York City time) on July 18, 2018.
The primary offering is expected to price after the close of
trading on The Nasdaq Global Market on July 18, 2018. The
subscription period for the second subscription rights offering to
exercise preemptive subscription rights will only begin if the
primary offering is completed and is expected to begin at 3:00 a.m.
(New York City time) on July 20, 2018 and to expire at 4:00 p.m.
(New York City time) on July 27, 2018. Preemptive subscription
rights not validly exercised within the applicable subscription
period will lapse and become null and void without compensation,
and the new common shares for which preemptive subscription rights
have not been validly exercised will be available for allocation by
the Company.
Delivery of the new common shares of the Company
against payment of the offering price is expected to be made on or
about July 23, 2018 for the first subscription rights offering and
the primary offering, and on or about July 31, 2018 for the second
subscription rights offering.
Jefferies LLC, Leerink Partners LLC and UBS
Investment Bank are acting as joint book-running managers for the
first subscription rights offering and the primary offering. H.C.
Wainwright & Co. is acting as lead manager for these
offerings.
The first subscription rights offering and the
primary offering are being made pursuant to an effective shelf
registration statement of the Company previously filed with the
U.S. Securities and Exchange Commission. These offerings may be
made only by means of a prospectus supplement and the accompanying
prospectus. Copies of the preliminary prospectus supplement for
these offerings may be obtained from: Jefferies, LLC Attention:
Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd
Floor, New York, NY 10022, by emailing
Prospectus_Department@Jefferies.com; Leerink Partners LLC,
Attention: Syndicate Department, One Federal Street, 37th Floor,
Boston, MA 02110 or by email at syndicate@leerink.com, or by
calling (800) 808-7525 ex. 6132; or from UBS Investment Bank,
Attention Prospectus Department, 1285 Avenue of the Americas, New
York, NY 10019 or by email at ol-prospectusrequest@ubs.com, or by
calling (888) 827-7275.
The second subscription rights offering will be
made pursuant to an effective shelf registration statement of the
Company previously filed with the U.S. Securities and Exchange
Commission. This offering may be made only by means of a prospectus
supplement and the accompanying prospectus. Copies of the
preliminary prospectus for this offering, when available, may be
obtained from the Company in writing at AC Immune SA, EPFL
Innovation Park Building B, 1015 Lausanne, Switzerland or via
telephone by calling +41 21 345 91 21.
The offerings, each sale and purchase of new
common shares of the Company and each exercise of preemptive
subscription rights in the first subscription rights offering and
the second subscription rights offering, are subject to market and
other conditions and the restrictions set forth in the Company's
articles of association and may be subject to certain restrictions
under applicable laws and regulations. There can be no assurance as
to whether or when the offerings may be completed or as to the
actual size or terms of the offerings.
Any eligible shareholder interested in
participating in the first subscription rights offering should
direct the bank, broker or other intermediary administering its
securities account to which such eligible shareholder's existing
common shares of the Company are credited to contact the Syndicate
Department of Jefferies LLC by calling +1 (212) 284-2342 prior to
the expiration of the subscription period and indicate how many
preemptive subscription rights such shareholder wishes to exercise.
None of the eligible shareholders or their bank, broker or other
intermediary will receive any additional documentation regarding
the first subscription rights offering other than this press
release. Eligible shareholders must take the appropriate actions as
instructed herein in order to timely exercise their preemptive
subscription rights. Any requests to exercise subscription rights
received after the end of the subscription period will not be
accepted.
Any eligible shareholder interested in
participating in the second subscription rights offering should
contact Georgeson LLC, acting as information agent, by calling
(888) 613-9817 or +1 781-575-2137 prior to the expiration of the
subscription period for the second subscription rights offering.
For this offering, eligible shareholders will be sent additional
documentation through Computershare or the banking system.
DisclaimerThis press release shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of any securities, in
any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. This press
release is not a prospectus within the meaning of article 652a of
the Swiss Code of Obligations, nor is it a listing prospectus of
any exchange or regulated trading facility in Switzerland. Copies
of this press release may not be sent to jurisdictions, or
distributed in or sent from jurisdictions, in which this is barred
or prohibited by law.
About AC ImmuneAC Immune is a clinical
stage Swiss-based biopharmaceutical company, listed on Nasdaq,
which aims to become a global leader in precision medicine for
neurodegenerative diseases. The Company designs, discovers and
develops therapeutic as well as diagnostic products intended to
prevent and modify diseases caused by misfolding proteins.
For further information, please
contact:
In EuropeBeatrix BenzAC Immune Corporate Communications
Phone: +41 21 345 91 34E-mail: beatrix.benz@acimmune.com
|
In the USLisa SherAC Immune Investor Relations Phone: +1 970
987 26 54E-mail: lisa.sher@acimmune.com |
Nick Miles/Toomas KullCabinet Privé de Conseils s.a.Phone: +41 22
552 46 46 E-mail:miles@cpc-pr.com kull@cpc-pr.com |
Ted AgneThe Communications Strategy Group Inc.Phone: +1 781 631
3117E-mail: edagne@comstratgroup.com |
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