WARSAW, POLAND, March 23, 2018 – Mabion S.A. (Warsaw Stock Exchange: MAB) (“Mabion”, the “Company”) today announced the successful pricing of a private placement of 1,920,772 existing shares, with gross proceeds of PLN 174.8 million (or approximately USD$51.0 million). The shares were sold at a price of PLN 91.00 per share.
Guggenheim Securities, LLC acted as the sole US placement agent for the transaction. The Company was advised by Bank Zachodni WBK S.A. – Dom Maklerski BZ WBK in terms of the structuring and settlement coordination of the private placement.
The Placement included institutional investors specialized in healthcare and life sciences, including from the United States, which reinforces and diversifies Mabion’s shareholder base. The European Bank for Reconstruction and Development (“EBRD”) and PFR Life Science sp. (“PFR Life Science”), part of the Polish Development Fund, contributed PLN 61.4 million and PLN 38.3 million, respectively, providing significant cornerstone investments in the placement. Mabion intends to use the net proceeds from the financing to cover the cost of the expansion of production capacity in Konstantynów Łódzki, Poland and costs and expenses related to the development and commercialization of Mabion CD20.
“This transaction demonstrates the potential of Mabion’s pipeline, specifically in MabionCD20’s global potential as a biosimilar to rituximab as well as the potential application of MabionCD20 as a novel treatment of multiple sclerosis,” said Artur Chabowski, President and Chief Executive Officer of Mabion. “The successful execution of this financing not only significantly strengthens our shareholder base, but also provides us with the capital to continue to progress commercial efforts for our leading candidate, MabionCD20, and to develop and expand our clinical portfolio. We look forward to continuing to execute on our strategic objectives and milestones.”
The financing was structured as a sale by the Company’s majority shareholder, Twiti Investments, Ltd. (“Twiti”), of 1,920,772 existing ordinary bearer shares, admitted to trading on the Warsaw Stock Exchange, the aggregate proceeds of which will be immediately lent to the Company pursuant to a loan agreement between Twiti and the Company. The loan will be repaid through the issuance of new shares to Twiti subject to the approval of a capital increase at the Company’s Extraordinary General Meeting to be held on April 18, 2018 (the “EGM”). The new shares issued to Twiti will be in a number equal and at a price equal to that which the existing shares were sold in the private placement, and the new shares will be issued in full satisfaction of Twiti’s loan of the aggregate proceeds of the private placement to the Company. The Company intends to repay the Twiti’s loan by 30 June 2018. If by that time the Company does not obtain shareholder approval for the issuance of the new shares at the EGM, the Company will be required to repay the Twiti’s loan, provided however that the amount of the EBRD investment cannot be repaid until the earlier of: (i) the date on which EBRD ceases to be a shareholder in the Company; and (ii) the date on which the Twiti’s loan is repaid by way of the issuance of new shares by the Company.
In connection with their investments, Mabion and Twiti have agreed that EBRD in consultation with PFR Life Science will have the right to nominate a candidate to the Mabion Supervisory Board for as long as each firm holds shares that represent more than 1% of the share capital of the Company. Both EBRD and PFR Life Science agreed to vote in favor of the issue of new shares at the EGM. Additionally, Mabion’s certain major shareholders, directors, and executive officers owning shares have agreed to vote at the EGM and to enter into lock-up agreements for a period of 90 days from the date of the pricing, subject to certain exemptions.
The closing of the private placement is subject to certain customary conditions and is expected to occur on March 27, 2018.
This announcement does not constitute a prospectus within the meaning of the Prospectus Directive.
Mabion S.A. is a leading biotechnology company in Poland, created for the purpose of marketing cutting-edge biotechnological drugs based on humanised monoclonal antibodies. This technology, developed independently in Mabion, meets highest international standards. The process of humanising monoclonal antibodies, which is the pinnacle of modern biotechnology, allows for creation of targeted drugs which act selectively on tumour cells, thus ensuring greater effectiveness and lower toxicity of the therapy. Mabion is one of the few biopharmaceutoical companies with the capacity for comprehensive development and implementation of all kinds of biotechnology drugs – starting with the design stage, through the selection of the platform and manufacturing technology, and ending with the manufacture and obtaining marketing authorisation of the finished drug. Currently, the company conducts research and development works on several biotech drugs used in the treatment of cancers and inflammatory diseases. More information is available on www.mabion.eu.
This press release is issued pursuant to Rule 135(e) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). This press release and the information it contains do not, and will not, constitute an offer to sell, nor the solicitation of an offer to purchase, securities of Mabion in the United States of America or any other jurisdiction where restrictions may apply. The shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the U.S. Securities Act and applicable state securities law.
Mabion does not intend to register the shares under the U.S. Securities Act or any state securities laws. The shares sold in the placement were offered and sold only to persons (a) reasonably believed to be either (i) qualified institutional buyers as defined in Rule 144A under the Securities Act or (ii) institutional accredited investors as defined in Regulation D under the Securities Act or (b) outside the United States of America pursuant to Regulation S under the Securities Act.
This communication does not constitute an offer of the Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This document is a press release and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC (as amended) (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive and other applicable regulations, the “Prospectus Directive”) and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities.
Forward-looking statements, if any, included in this press release involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
This announcement is not being made in and copies of it may not be distributed or sent into, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN