EANS-Adhoc: Valneva SE announces the successful completion of its EUR40 million capital increase - transaction was oversubscribed by 146%.
-------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Financing, Stock Offerings (IPO) 04.07.2013 Lyon (France), July 4th, 2013 - VALNEVA S.E. ("Valneva" or the "Company") today announces the successful completion of its capital increase with pre-emptive subscription rights launched on June 13th, 2013. The capital increase was oversubscribed and the final gross proceeds amount to EUR40,187,819.75 with the issuance of 15,165,215 new shares. Total subscription orders for this capital increase amounted to approximately EUR58.7 million million, i.e., a subscription rate of approximately 146%. - 13,439,860 new shares were subscribed on an irreducible basis ("à titre irréductible"), representing approximately 88.6% of the new shares to be issued. - Subscription orders on a reducible basis ("à titre réductible") amounted to 8,723,132 new shares and will, as a result, be satisfied only in part, i.e. for 1,725,355 new shares. This capital increase will allow the Company to strengthen its financial profile as well as to implement its strategy as Valneva strives to become a European leader in antibody discovery and vaccines development and commercialization. Thomas Lingelbach, President and Chief Executive Officer and Franck Grimaud, President and Chief Business Officer of Valneva commented, "This capital increase was an important element of our strategy to form Valneva and we are pleased that it has been more than successfully completed. We want to thank our current and new shareholders who have given us their confidence by participating in the financing. We are delighted that Valneva's value proposition has been appreciated - with a product on the market, product candidates in development, validated and partnered technologies and a strategy towards becoming a leading, financially self-sustainable European biotech company specialized in vaccine development and antibody discovery" As per their subscription commitments, France's Strategic Investment Fund ("FSI") and Groupe Grimaud subscribed on an irreducible and reducible basis for a total amount of EUR17.1 million (representing 42.6% of the rights issue size), of which EUR14.6 million for the FSI and EUR2.5 million for Groupe Grimaud. Upon completion of the capital increase, the FSI will hold 10.1% of the share capital of the Company. Furthermore, Groupe Grimaud will remain Valneva's largest shareholder with a 21.7% stake in the Company. The settlement-delivery and the listing of the new ordinary shares are expected to occur on July 5th, 2013. The new ordinary shares will carry full rights ("jouissance courante"). They will be immediately fungible with the Company's existing ordinary shares and will admitted to trading on the regulated market of NYSE Euronext in Paris ("Euronext Paris") as well as on the regulated marked of the Vienna Stock Exchange ("Vienna Stock Exchange" or "VSE") on the same listing line under the same ISIN code FR0004056851. This transaction has been led by Crédit Agricole Corporate and Investment Bank and Société Générale Corporate & Investment Banking, acting as Joint Lead Managers and Joint Bookrunners of the offering. Contacts: Valneva SE Laetitia Bachelot Fontaine Communications@valneva.com Tel: +33 (0)2 28 07 37 10 Mob: +33 (0)6 45 16 70 99 NewCap Dusan Oresansky / Pierre Laurent Valneva@newcap.fr Tel: +33 (0)1 44 71 94 92 About Valneva SE Valneva is a new European biotech company focused on vaccines and antibodies for the treatment and prevention of infectious diseases. It was created in 2013 through the merger between Intercell AG and Vivalis SA. Valneva's mission is to excel in both antibody discovery, and vaccine development and commercialization, either through in-house programs or in collaboration with industrial partners using innovative technologies developed by the company. Valneva generates diversified revenue from both its marketed product, a vaccine for the prevention of Japanese encephalitis (IXIARO®), commercial partnerships around a portfolio of product candidates (in-house and partnered), and licensed technology platforms developed by Valneva that are becoming widely adopted by the biopharmaceutical industry. www.valneva.com Disclaimer This press release and the information contained herein do not constitute an offer to sell or the solicitation of an offer to purchase Valneva securities. No communication and no information in respect of the offering by Valneva of shares (the "Shares") may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction outside France and Austria where such steps would be required. The offering or subscription of the Shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Valneva takes no responsibility for any violation of any such restrictions by any person. This press release is solely an advertisement and does not constitute a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended, to the extent such Directive has been transposed in the relevant member State of the European Economic Area. This press release does not constitute and shall not be considered as constituting a public offer, an offer to subscribe or as an intention to solicit the interest of the public for a public offering. The distribution of this press release in certain countries may constitute a breach of applicable law. With respect to the member States of the European Economic Area which have implemented the Prospectus Directive other than France and Austria, no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any member State, other than France and Austria. As a result, the Shares may not be offered or will not be offered in any member State other than France and Austria, except, pursuant to the exemptions described in article 3(2) of the Prospectus Directive, if they have been transposed by this member State or in any other circumstances not requiring Valneva to publish a prospectus as provided under article 3(2) of the Prospectus Directive and/or regulations applicable in this member State. For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member State), and includes any relevant implementing measure in the relevant member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU." With respect to the United Kingdom, this press release is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies," "unincorporated associations," etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. With respect to the United States, this press release may not be published, distributed or transmitted in the United States (including its territories and dependencies, any state of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The shares and the preferential subscription rights mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). They may not be offered or sold in the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act. Valneva does not intend to register any portion of the proposed offering in the United States or to conduct a public offering in the United States. This press release may not be published, forwarded or distributed in the United States, Canada, Japan or Australia. Further inquiry note: Valneva SE Laetitia Bachelot-Fontaine Communications@valneva.com T +33 228 07 37 10 end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: Valneva SE Gerland Plaza Techsud, 70, rue Saint Jean de Dieu F-69007 Lyon phone: +33 4 78 76 61 01 mail: email@example.com WWW: www.valneva.com sector: Biotechnology ISIN: FR0004056851 indexes: ATX Prime stockmarkets: regulated dealing: Euronext Paris, regulated dealing/prime standard: Wien language: English