Regulatory News:
Transgene (Paris:TNG) (Euronext Paris: TNG) (“Transgene”
or the “Company”), a biotech company that designs and
develops viral-based immunotherapies, today announced the launch of
a capital increase without preferential subscription rights through
the issuance of up to 5,643,199 ordinary shares of the Company,
representing approximately 10% of the existing issued share capital
of the Company, by way of a private placement, directed at certain
qualified and institutional investors located in France and
internationally.
The funds raised will be used to pursue the clinical and
preclinical development of Transgene’s innovative immunotherapies
in combination with immune checkpoint inhibitors, to deliver
improved treatment outcomes, as well as for working capital and for
general corporate purposes.
The Company’s pipeline comprises five clinical-stage products,
with the following significant milestones:
TG4010, a therapeutic vaccine targeting
1st and
2nd line
advanced non-small cell lung cancer – NSCLC:
- 2nd line - First Phase 2 data expected
in 1Q 2018 - TG4010 + nivolumab (Opdivo®):
- Nivolumab is provided by Bristol-Myers
Squibb, within a collaborative agreement with UC Davis Medical
Center (USA)
- 1st line - First Phase 2 data expected
in 2H 2018 - TG4010 + nivolumab (Opdivo®) + chemotherapy:
- Clinical collaboration agreement with
Bristol-Myers Squibb for supply of nivolumab
- First patient expected to be enrolled
at the end of 2017
TG4001, a therapeutic vaccine targeting
2nd line
HPV-positive head and neck cancer
- 2nd line - First Phase 1b/2 data
expected in 2H 2018 - TG4001 + avelumab (Bavencio®):
- Clinical collaboration agreement with
Merck KGaA and Pfizer for supply of avelumab
TG1050, a therapeutic vaccine targeting
chronic hepatitis B:
- Phase 1/1b data on all 48 patients
expected in 1H 2018 - TG1050 + standard-of-care antiviral therapy:
- Confirmed mechanism of action and first
promising immunology data in patients
Pexa-Vec, an oncolytic virus targeting
advanced liver cancer / hepatocellular carcinoma - HCC:
- 1st line - First Phase 3 data (efficacy
vs. sorafenib) expected in 2019 (PHOCUS) - Pexa-Vec + sorafenib:
- Clinical trial being conducted by
SillaJen, Inc., Transgene’s licensor
- 1st line – First Phase 1/2 data
expected in 2H 2018 - Pexa-Vec + nivolumab (Opdivo®)
TG6002, oncolytic virus targeting
recurring glioblastoma:
- First Phase 1/2a data expected in 2H
2018
Transgene recently launched Invir.IOTM, its new technology
platform that will be used to create the next generation of
oncolytic viruses. Transgene’s goal is to utilize Invir.IOTM to
efficiently design, produce and develop a portfolio of novel
multifunctional product candidates either alone or through
partnerships aimed at modulating the tumor micro-environment. A
first collaboration has been announced, which aims to develop novel
oncolytic viruses that could both kill cancer cells directly and
express Randox’ Single-domain Antibodies (SdAb).
Details of the Transaction
Gross proceeds from the transaction are expected to be
approximately € 14 million.The Company has announced consolidated
cash reserves of € 40.0 million as of September 30, 2017.
This capital increase would correspond to approximately
5,643,199 shares, representing approximately 10 % of the
existing issued share capital of the Company.The capital increase
will be carried out without preferential subscription rights for
the Company’s existing shareholders, pursuant to the delegation of
authority granted to the Board of Directors under the 17th and the
18th resolutions of the extraordinary shareholders general meeting
of the Company dated June 8, 2017 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). The price will be at least equal to the volume
weighted average (in the central order book and excluding
off-market blocs) of the closing prices of the Company’s share on
Euronext Paris for the three trading sessions preceding the setting
of the issue price. If necessary, this average can be adjusted to
take into account differences in the date of dividend entitlements
and potentially be decreased by a maximum discount of up to
20%.
Institut Mérieux (TSGH), the majority shareholder of Transgene,
has indicated an intention to subscribe for 25 % of the new
shares, with a minimum subscription amount of € 4 million, and
Dassault Belgique Aviation (DBA) has indicated an intention to
subscribe for approximately 2.5% of the new shares, and their
subscriptions will be fully allocated. Assuming percentages
indicated above are subscribed by TSGH and DBA, after completion of
the capital raise, they will respectively hold approximately 57 %
and 4.7 % of the share capital of the Company (and 67 % and 3.5 %
of the voting rights).
The capital increase will be conducted by way of an accelerated
book-build process, which will begin immediately and which is
expected to end before markets open tomorrow, and which may close
early or be extended. The Company will announce the results of the
capital increase as soon as possible after completion of the
book-building process in a subsequent press release. Settlement and
delivery of the new shares and the new shares’ admission to trading
are expected to occur on November 14, 2017 on the regulated market
of Euronext in Paris.
The capital increase via the accelerated book-building is open
to qualified and institutional investors in France, in any Member
State of the European Economic Area in accordance with the
exemptions of Article 3(2) of the European Directive 2003/71/EC of
the European Parliament and European Council (as amended) to the
extent they have been transposed by the relevant Member State or,
otherwise, in cases not requiring the publication of a prospectus
under aforementioned Article 3(2) and/or the applicable regulations
in such Member State, and elsewhere outside the United States of
America in reliance on Regulation S under the U.S. Securities Act
of 1933, as amended (the “Securities Act”). Simultaneously, the
Company is undertaking a private placement in the United States to
institutional “accredited investors” as defined in Rule 501(a)
under the Securities Act.
The transaction is not subject to a prospectus to be approved by
the French financial markets authority (Autorité des marchés
financiers).Attention is drawn to the risk factors related to the
Company and its activities presented in section 1.4 of the 2016
reference document filed with the Autorité des marchés financiers
on April 13, 2017, under number D.17-0385, which is available on
the Autorité des marchés financiers website (www.amf-france.org) or on the Company’s website
(www.transgene.fr).
Simultaneously with the determination of the final terms and
conditions of the capital increase, the Company, Institut Mérieux
(TSGH) and Dassault Belgique Aviation will enter into a lock-up
agreement ending 90 calendar days after the date of closing of the
offering, subject to certain customary exceptions. Executives
and/or directors of the Company have also signed lock-up agreements
with regard to the Company’s shares that they hold, for the same
period.
Guggenheim Securities, LLC and Oddo BHF SCA are acting as Joint
Bookrunners.
This announcement does not constitute a prospectus within the
meaning of the Prospectus Directive or an offer to the public.
-End-
Notes to editors
About TransgeneTransgene S.A. (Euronext: TNG), part of
Institut Mérieux, is a publicly traded French biotechnology company
focused on designing and developing targeted immunotherapies for
the treatment of cancer and infectious diseases. Transgene’s
programs utilize viral vector technology with the goal of
indirectly or directly killing infected or cancerous cells. The
Company’s lead clinical-stage programs are: TG4010, a therapeutic
vaccine against non-small cell lung cancer, Pexa-Vec, an oncolytic
virus against liver cancer, and TG4001, a therapeutic vaccine
against HPV-positive head and neck cancers. The Company has several
other programs in clinical development, including TG1050 (chronic
hepatitis B) and TG6002 (solid tumors). Transgene is based in
Strasbourg, France, and has additional operations in Lyon, as well
as a joint venture in China. Additional information about Transgene
is available at www.transgene.fr.
Follow us on Twitter: @TransgeneSA
DisclaimerThis announcement does not, and shall not, in
any circumstances constitute a public offering nor an invitation to
the public in connection with any offer.The distribution of this
document may be restricted by law in certain jurisdictions. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.The offer and sale of the
Transgene shares (the “Shares”) are to be carried out through a
private placement to qualified investors, in accordance with
Article L. 411-2 of the French Financial and Monetary Code (Code
monétaire et financier) and other foreign applicable laws and
regulations.There will be no public offering in France or outside
of France.This announcement is 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 which have implemented the
Prospectus Directive, 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, if they have been implemented in that relevant member
State, or under any other circumstances which do not require the
publication by Transgene of a prospectus pursuant to Article 3 of
the Prospectus Directive and/or to applicable regulations of that
relevant member State.For the purposes of the provisions above, the
expression “offer to the public” in relation to any Shares in any
relevant member State, means any communication, to individuals or
legal entities, in any form and by any means, of sufficient
information on the terms and conditions of the offering and on the
Shares to be offered, thereby enabling an investor to decide to
purchase or subscribe for the Shares, as the same may be varied in
that relevant member State.These selling restrictions with respect
to relevant member States apply in addition to any other selling
restrictions which may be applicable in the relevant member
States.The Shares have not been and will not be offered or sold or
cause to be offered or sold, directly or indirectly, to the public
in France. Any offer or sale of the Shares and distribution of any
offering material relating to the Shares have been and will be made
in France only to (a) persons providing investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d’investissement de gestion de
portefeuille pour compte de tiers), and/or (b) qualified investors
(investisseurs qualifiés) and/or a restricted circle of investors
acting for their own account, as defined in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 of the French monetary
and financial code (code monétaire et financier).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. Any person other than a relevant person should not act or
rely on this document or any of its contents.This document is not
an offer of securities for sale nor the solicitation of an offer to
purchase securities in the United States of America or any other
jurisdiction where such offer may be restricted. Securities may not
be offered or sold in the United States of America absent
registration under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or an exemption from registration. The Shares
have not been and will not be registered under the Securities Act,
and Transgene does not intend to make a public offer of its
securities in the United States of America.Any investment decision
to buy Shares must be made solely on the basis of publicly
available information regarding Transgene.This document may not be
distributed, directly or indirectly, in or into the United States
of America, Australia, Canada or Japan.
NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE, DIRECTLY OR INDIRECTLY,IN THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA OR JAPAN
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171109006145/en/
Transgene:Lucie LarguierDirector Corporate
Communications & IR+33 (0)3 88 27 91
04investorrelations@transgene.frorMedia contacts:Citigate
Dewe RogersonDavid Dible/Marine Perrier+ 44 (0)20 7638
9571transgene@citigatedr.co.uk
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