Montrouge, France, March 21, 2018 |
DBV Technologies Announces Pricing of $150.0
million (€122.5 million) Global Offering of Ordinary
Shares, Including in the Form of American Depositary Shares
DBV Technologies (the "Company") (Euronext: DBV
- ISIN: FR0010417345 - Nasdaq Stock Market: DBVT), a clinical-stage
biopharmaceutical company, today announced the pricing of an
underwritten global offering of an aggregate of 3,527,752 ordinary
shares in (i) a public offering of 1,392,015 ordinary shares in the
form of 2,784,030 American Depositary Shares (ADSs) in the United
States, Canada and certain other countries outside Europe at a
public offering price of $21.26 per ADS (on the basis of an
exchange rate of $1.2246=€1.00) and (ii) a concurrent private
placement of 2,135,737 ordinary shares in Europe (including France)
at a public offering price of €34.71 per ordinary share. The price
of the global offering is equal to the volume weighted-average of
the trading prices of the Company's ordinary shares on Euronext
Paris over the three (3) trading days prior to the launch of the
global offering less a discount of 4.99%. Each ADS represents the
right to receive one-half of one ordinary share. The gross proceeds
to the Company from the global offering are expected to be
approximately $150.0 million (approximately €122.5 million), before
deducting underwriting commissions and estimated offering expenses.
In addition, the Company has granted the underwriters a 30-day
option to purchase, on the same terms and conditions, up to 529,162
additional ordinary shares, which may be in the form of ADSs (the
"Option"). The closing of the global offering is expected to
occur on March 23, 2018, subject to customary closing conditions.
The ADSs are listed on the Nasdaq Global Select Market under the
symbol "DBVT", and the Company's ordinary shares are listed on
Euronext Paris under the symbol "DBV".
Morgan Stanley and Goldman Sachs are acting as
joint lead book-running managers for the global offering. Barclays
and Deutsche Bank Securities are also serving as book-running
managers. Bryan, Garnier & Co. is acting as a co-manager for
the global offering.
The Company plans to use the net proceeds from
the global offering to fund the development and commercialization
of Viaskin Peanut, to advance development of its other product
candidates and for working capital and general corporate
purposes. In connection with the global offering, the Company
and each of its directors and executive officers entered into a
lock-up agreement with the underwriters for the global offering,
which agreements restrict the sale of securities of the Company for
a period of 90 days following the completion of the global
offering, subject to customary exceptions. On an illustrative
basis, a holder of 1% of the Company's share capital outstanding
before the completion of the global offering would hold 0.88% of
the Company's share capital outstanding after the completion of the
global offering, assuming no exercise of the underwriters' option
to purchase additional ordinary shares and that such holder did not
participate in the global offering.
The Option may be exercised at any time in whole
or in part upon notice by the underwriters to the Company, which
notice may be given at any time on or prior to April 19, 2018. In
connection with the global offering, the underwriters may
over-allot the securities or effect transactions with a view to
supporting, stabilizing or maintaining the market price of the
securities at a level higher than the one which might otherwise
prevail in the open market. However, there is no assurance that the
stabilizing manager will take any stabilization action and any
stabilization action, if begun, may be ended at any time without
prior notice. Any stabilization action or over-allotment shall be
carried out in accordance with all applicable rules and regulations
and may be undertaken on the regulated market of Euronext Paris
and/or the Nasdaq Global Select Market.
A registration statement on Form F-3 relating to
the securities to be issued in the global offering was filed with
the Securities and Exchange Commission and became automatically
effective on July 27, 2016. The public offering will be made only
by means of a written prospectus and prospectus supplement that
form a part of the registration statement. A final prospectus
supplement and accompanying prospectus relating to and describing
the terms of the offering will be filed with the Securities and
Exchange Commission and will be available on the Securities and
Exchange Commission's website at www.sec.gov. When available,
copies of the final prospectus supplement and accompanying
prospectus may also be obtained for free from: Morgan Stanley &
Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014,
United States, Attention: Prospectus Department; Goldman Sachs,
Attention: Prospectus Department, 200 West Street, New York, NY
10282, via telephone: 1-866-471-2526, facsimile: 212-902-9316 or
via email: prospectusgroup-ny@ny.email.gs.com; Barclays Capital
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, by phone at 1-888-603-5847 or by e-mail
at: barclaysprospectus@broadridge.com; or Deutsche Bank Securities:
60 Wall Street, New York, New York 10005-2836, Attention:
Prospectus Group, Telephone: (800) 503-4611, E-mail:
prospectus.cpdg@db.com.
Based on information available to the Company,
share capital of the Company prior to, and after, the global
offering is the following:
|
Before the Global Offering |
|
After the Global Offering and before exercise of the
Option |
|
Number of shares |
% share capital and theoretical % voting rights* |
Number of shares |
% share capital and theoretical % voting rights* |
Entities affiliated to Bpifrance Participations SA (Caisse de
Dépôts et Consignations) |
1,901,393 |
7.41% |
2,486,318 |
|
8.52% |
Baker Bros. Advisors |
3,624,089 |
14.12% |
4,738,966 |
|
16.24% |
Perceptive Advisors LLC |
1,426,772 |
5.56% |
1,661,772 |
|
5.69% |
Amundi |
1,291,720 |
5.03% |
1,291,720 |
|
4.43% |
DEERFIELD Management Company LP |
1,283,529 |
5.00% |
1,346,029 |
|
4.61% |
Treasury |
10,499 |
0.04% |
10,499 |
|
0.04% |
Public Float |
14,785,788 |
57.62% |
16,287,443 |
|
55.80% |
Management |
1,337,648 |
5.21% |
1,366,443 |
|
4.68% |
Total |
25,661,438 |
100.00% |
29,189,190 |
|
100.00% |
* Considering the low percentage of treasury
shares deprived of voting rights, there is no significant
discrepancy between the theoretical percentage of voting rights and
the actual percentage of voting rights.
As previously announced, entities affiliated
with Baker Bros. Advisors LP, existing shareholders of the company,
have agreed to purchase an aggregate of approximately $47.4 million
of ordinary shares, representing approximately 31.6% of the global
offering. Entities affiliated to Bpifrance Participations S.A
(Caisse de Dépôts et Consignations), existing shareholders of the
company, have agreed to purchase an aggregate of approximately
$24.9 million of ordinary shares, representing approximately 16.6%
of the global offering. Pierre-Henri Benhamou, the Company's chief
executive officer, has agreed to purchase approximately $1.2
million of ordinary shares, representing approximately 0.8% of the
global offering.
*
*
*
About DBV Technologies
DBV Technologies is developing Viaskin®, a
proprietary technology platform with broad potential applications
in immunotherapy. Viaskin is based on epicutaneous immunotherapy,
or EPIT®, DBV's method of delivering biologically active compounds
to the immune system through intact skin. With this new class of
self-administered and non-invasive product candidates, the Company
is dedicated to safely transforming the care of food allergic
patients, for whom there are no approved treatments. DBV's food
allergies programs include ongoing clinical trials of Viaskin
Peanut and Viaskin Milk, and preclinical development of Viaskin
Egg. DBV is also pursuing a human proof-of-concept clinical study
of Viaskin Milk for the treatment of Eosinophilic Esophagitis, and
exploring potential applications of its platform in vaccines and
other immune diseases. DBV Technologies has global headquarters in
Montrouge, France and New York, NY. The Company's ordinary shares
are traded on segment A of Euronext Paris (Ticker: DBV, ISIN code:
FR0010417345), part of the SBF120 index, and the Company's ADSs
(each representing one-half of one ordinary share) are traded on
the Nasdaq Global Select Market (Ticker: DBVT).
Forward Looking Statements
This press release contains forward-looking
statements, including statements about the expected closing of the
global offering and the anticipated use of proceeds from the
offering. These forward-looking statements are not promises or
guarantees and involve substantial risks and uncertainties. Factors
that could cause actual results to differ materially from those
described or projected herein include risk associated with market
and other financing conditions, risks associated with clinical
trials and regulatory reviews and approvals, and risk related to
the sufficiency of the Company's existing cash resources and
liquidity. A further list and description of these risks,
uncertainties and other risks can be found in the Company's
regulatory filings with the French Autorité des Marchés Financiers
and U.S. Securities and Exchange Commission, including in the
Company's Annual Report on Form 20-F for the year ended December
31, 2017. Existing and prospective investors are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no
obligation to update or revise forward-looking statements as a
result of new information, future events or circumstances, or
otherwise, except as required by law.
ContactSara Blum ShermanSenior Director,
Investor Relations & Strategy +1 212-271-0740
sara.sherman@dbv-technologies.com
Disclaimers
This press release does not constitute an offer
to sell nor a solicitation of an offer to buy, nor shall there be
any sale of ordinary shares or ADSs 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.
The distribution of this document may, in
certain jurisdictions, be restricted by local legislations. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such potential local
restrictions.
No prospectus subject to approval by the French
Autorité des Marchés Financiers (AMF) will be filed in connection
with the global offering. Copies of the Company's Reference
Document, including the risk factors, registered by the AMF on
March 16, 2018 under No. D.18-0144 are available for free at the
Company's head office located at: 177-,181, avenue Pierre
Brossolette - 92120 Montrouge, France, and on the AMF's website at
www.amf-france.org.
This document does not constitute an offer to
the public in France and the securities referred to in this
document can only be offered or sold in France pursuant to article
L. 411-2-II of the French Monetary and Financial Code to (i)
providers of third party portfolio management investment services,
(ii) qualified investors (investisseurs qualifiés) acting for their
own account and/or (iii) a limited group of investors (cercle
restreint d'investisseurs) acting for their own account, all as
defined in and in accordance with articles L. 411-1, L. 411-2 and
D. 411-1 to D. 411-4 and D. 754-1 and D. 764-1 of the French
Monetary and Financial Code.
This announcement is not an advertisement and
not a prospectus within the meaning of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003, as
amended (the "Prospectus Directive").
With respect to the member States of the
European Economic Area, no action has been undertaken or will be
undertaken to make an offer to the public of the securities
referred to herein requiring a publication of a prospectus in any
relevant member State. As a result, the securities may not and will
not be offered in any relevant member State except in accordance
with the exemptions set forth in Article 3(2) of the Prospectus
Directive or under any other circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of
the Prospectus Directive and/or to applicable regulations of that
relevant member State.
This document is only being distributed to, and
is only directed at, persons in the United Kingdom that (i) are
"investment professionals" falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, or (iii) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of Article 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 document 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
document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
Attachment:
http://www.globenewswire.com/NewsRoom/AttachmentNg/28c97bff-d125-4ea2-87c9-376f0633e436
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