Share Issue/Capital Change • Jul 26, 2010
Share Issue/Capital Change
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Press release
Nantes, Lyon (France) – July 26, 2010 − VIVALIS (NYSE Euronext: VLS) announces that it has raised a total of over € 30 million via a rights issue, launched on 2 July 2010. The final gross proceeds amount to € 30.3 million through the issuance of 5,990,532 new ordinary shares.
Total demand for the rights issue amounted to approximately € 34.3 million, reflecting a subscription rate of 113%. 5,788,102 new shares have been subscribed by irrevocable entitlement (souscription à titre irréductible), representing 96.6% of the new ordinary shares to be issued. Subscription on a reducible basis (souscription à titre réductible) represented a demand for 996,442 new shares and was therefore partially allocated, through the issue of 202,430 new shares.
The proceeds from the rights issue will support Vivalis' objective to develop a portfolio of proprietary monoclonal antibody products as well as to provide Vivalis with the capacity to further industrialise the Humalex® platform. Thus the € 30 million that Vivalis raised with this transaction will principally (at a minimum of two-thirds of proceeds) serve to finance the development of a portfolio of proprietary products, which the Company intends to commence in 2011, and to a lesser extent industrialize the Humalex® technology.
Franck Grimaud, C.E.O. and Majid Mehtali, C.S.O., co-managers of VIVALIS, said: "We are very pleased about the success of this capital increase despite difficult market conditions. We would like to thank our shareholders that have brought their support in this operation. The fact that ca. 97% of all subscription rights have been exercised demonstrates our shareholders' confidence in the balanced business model put in place at VIVALIS conjugated with a high value potential following the acquisition of the monoclonal antibody discovery platform Humalex® and the development of a portfolio of biologics. Indeed, with 17 commercial licenses of our EB66® cell line technology and the commercial agreement with Sanofi Pasteur for the application of the Humalex® platform to several anti-infectious targets, we keep on developing a balanced business model fed by numerous revenue sources. The technological and human assets we have generated and the strengthening of our capital put us in a very strong position for a new phase of VIVALIS development."
This successful rights issue is part of a support by an investment by Fonds Strategique d'Investissement (FSI) in the share capital of Groupe Grimaud La Corbière (GLC), for an aggregate amount of €40 million as described in the press announcement published jointly on 2 July by the FSI and GLC. Thus, Groupe Grimaud La Corbière subscribed to this rights issue for an aggregate value of €15.7 million, through the exercise of the totality of its subscription rights. GLC will hold a 51.9% stake in VIVALIS following the settlement of the rights issue.
The delivery and listing on Euronext Paris of the new ordinary shares issued in the rights issue is expected to take place on 28 July 2010. The new ordinary shares will be fungible with existing shares and will be traded on Euronext Paris (ISIN code: FR0004056851). Vivalis' ordinary share capital following the settlement of the rights issue will therefore be composed of 20,966,863 shares.
Natixis and Nomura Code acted as Joint Lead Managers and Joint Bookrunners for the share capital increase. Kempen & Co has been mandated as co-manager of the transaction.
Since it was founded, Vivalis has based its corporate development on the commercialisation of the EB66® cell line in the vaccines and therapeutic proteins fields. So far, the company has signed 17 commercial licenses - a commercial sub-license was also signed -– and around ten R&D licenses for the EB66® cell line. Vivalis will very actively continue the technological and commercial development of this cell line.
To better capture additional value, Vivalis announced the acquisition of Humalys and its discovery platform for human antibodies, Humalex® , in January 2010, which allowed the Company to enter this fast growing market. The success of this strategy has been illustrated through the first commercial license agreement for the discovery of several antibodies in the anti-infectious field, which was signed with Sanofi Pasteur in June 2010.
As owner of the Humalex® platform, the EB66® cell line and suitable bio-manufacturing facilities, Vivalis has an integrated offering spanning from the discovery of antibodies to the production of pre-clinical and clinical batches. By leveraging these assets, Vivalis plans to accelerate its development and capture more value for its shareholders by developing a portfolio of proprietary products as well as industrializing its Humalex® discovery platform.
VIVALIS (NYSE- Euronext: VLS) is a biopharmaceutical company that provides innovative cell-based solutions to the pharmaceutical industry for the manufacture of vaccines and proteins, and develops drugs for the prevention and treatment of viral diseases. VIVALIS' expertise and intellectual property are exploited in three main areas:
VIVALIS offers research and commercial licenses for its EB66® cell line, derived from duck stem cells, to pharmaceutical and biotechnology companies for the production of vaccines and monoclonal antibodies. VIVALIS receives upfront fees, milestone payments and royalties on its licensees' net sales.
Through the Humalex® platform, VIVALIS proposes customers solutions for the discovery, development and production of human antibodies. VIVALIS receives upfront fees, milestone payments and royalties on its licensees' net sales.
The construction of a portfolio of proprietary products in the area of vaccines and anti-viral molecules (hepatitis C).
Based in Nantes (France), VIVALIS was founded in 1999 by the Grimaud group (1,500 employees), a worldwide leader in animal genetic selection. VIVALIS has established more than 30 partnerships and licenses with world leaders in this sector, including Sanofi Pasteur, GlaxoSmithKline, Merck, CSL, Kaketsuken, Merial, Intervet, SAFC Biosciences. VIVALIS is a member of the French ATLANPOLE BIOTHERAPIES and LYON BIOPOLE bioclusters.
VIVALIS Listed on Euronext Paris – Compartment C of NYSE Euronext Reuters: VLS.PA – Bloomberg: VLS FP Included in NYSE Euronext's SBF 250, CAC Small 90 and Next Biotech indexes
This document contains forward-looking statements and comments on the company's objectives and strategies. No guarantee can be given as to any of the events anticipated by the forward-looking statements, which are subject to inherent risks, including the risk factors described in the Company's reference document, changes in economic conditions, the financial markets or the markets in which the company operates.
A French language prospectus including (i) the reference document (document de référence) of Vivalis filed with the Autorité des marchés financiers (AMF) on 22 April, 2010 under no. R. 10-026 as replaced by the reference document dated 1 July, 2010 and (ii) the securities note (note d'opération) (including a summary of the prospectus) approved by the AMF on 1 July 2010 under no 10-215, are available free of charge from Vivalis (6, rue Alain Bombard, 44 821 Saint-Herblain CEDEX), as well as on the websites of Vivalis (www.vivalis.com) and the AMF (www.amf-france.org).
Vivalis draws the attention of the public to the risk factors described in chapter 4 of the reference document and chapter 2 of the securities note.
This Press Release, together with the material set forth herein, does not constitute an offer of securities for sale nor a solicitation to purchase securities in any jurisdiction. Distribution of such Press Release in certain jurisdiction may constitute a breach of applicable laws and regulations.
With respect to the member states of the European Economic Area which have implemented the Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003 (the "Prospectus Directive"), other than France, 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 (other than France). As a result, the securities may not and will not be offered in any relevant member state (other than France) 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 Vivalis of a prospectus pursuant to Article 3(2) of the Prospectus Directive and/or to applicable regulations of that relevant member state.
This Press Release does not constitute an offer to sell or the solicitation of an offer to buy any financial instruments in the United States. Securities mentioned in this document have not been and will not be registered under the Securities Act of 1993, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. Any public offer of securities in the United States shall be made by means of a prospectus that may be obtained from the Company containing detailed information regarding the Company, its management and financial statements. The Company does not intend to register this offering in all or in part or to make public offer of securities in the United States.
This Press Release is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). This document is directed only at (i) persons outside the United Kingdom; or (ii) persons in the United Kingdom that are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC including any relevant implementing measure in each member state, that are also (a) persons authorized under FSMA or otherwise having professional experience in matters relating to investments and qualifying as investment professionals under article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"); or (b) institutions or corporations qualifying as high net worth persons under Article 49(2)(a) to (d) of the Financial Promotion Order; or (c) any other persons to whom this document for the purposes of Section 21 of FSMA can otherwise lawfully be made (all such persons together being referred to as "Relevant Persons"). Any person in the United Kingdom that is not a Relevant Person should not act or rely on this document.
No copy of this announcement has been or should be distributed or sent to the United States, Canada, Japan or Australia.
VIVALIS Franck Grimaud, CEO Email: [email protected]
Financial communications agency Steve Grobet / Emmanuel Huynh Tel.: +33 (0) 1 44 71 94 91 Email: [email protected]
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