Oncopeptides AB (publ) (”Oncopeptides” or the ”Company”) has, together with HealthCap and Industrifonden (together the “Main Shareholders”), decided to, in order to further the Company’s continued development of its product candidate Ygalo, carry out a broadening of its shareholder base through a new share issue of SEK 650 million (the “Offering”). The Board of Directors of Oncopeptides has applied for a listing of the Company’s shares on Nasdaq Stockholm. Gladiator, SEB-Stiftelsen and Carnegie Asset Management (together the “Cornerstone Investors”) have undertaken to, subject to certain conditions, acquire shares in the Offering for a total value of SEK 196 million. Furthermore, the Main Shareholders have undertaken to, subject to certain conditions, acquire shares in the Offering for a total value of SEK 40 million. In connection with the Offering, the Company will also issue new shares as a result of the conversion of the Company’s bridge loans.
Nasdaq Stockholm has approved the application subject to customary conditions. First day of trading in the Company’s shares is expected to be February 22, 2017. Today the Company publishes a prospectus, the price and other terms of the Offering.
Oncopeptides is a research and development stage pharmaceutical company developing drugs for treatment of cancer. Since the founding of the Company in 2000, the Company has focused primarily on the development of the product candidate Ygalo, an innovative peptidase-potentiated alkylator intended for effective and focused treatment of blood-based cancer diseases, and in particular multiple myeloma. Ygalo is intended to demonstrate better results from treatment compared to established alternative drugs in the treatment of patients with multiple myeloma. Ygalo could potentially provide treating physicians with a new treatment option for patients suffering from this severe cancer disease.
The Offering in brief
- The price per share in the Offering is set to 46 SEK per share
- The Offering includes a new share issue of 14,130,434 new shares, corresponding to issue proceeds of SEK 650 million before deduction of issue expenses
- In order to cover potential over-allotment in relation to the Offering, the Company has, at the request of the Joint Global Coordinators, committed to issue up to 2,119,565 additional new shares, corresponding to a maximum of 15 percent of the number of shares in the Offering and not more than 5.2 percent of the total number of shares in the Company upon full subscription of the Offering (the “Over-allotment Option”)
- If the Over-allotment Option is exercised in full and the Offering is fully subscribed, the Offering will comprise 16,249,999 shares in Oncopeptides, corresponding to approximately 39.7 percent of the total number of shares in the Company upon completion of the Offering
- In connection with the Offering, the Company will also issue 2,655,781 new shares as a result of a conversion of the Company’s bridge loans
- Following the conversion of the bridge loans and assuming that the Offering is fully subscribed and the Over-allotment Option is exercised in full, the number of shares in the Company will amount to 40,947,680, corresponding to a market value for the total number of shares in the Company after the completion of the Offering of SEK 1,884 million
- The Cornerstone Investors have undertaken to, subject to certain conditions, acquire shares in the Offering for a total value of SEK 196 million. Furthermore, the Main Shareholders have undertaken to, subject to certain conditions, acquire shares in the Offering for a total value of SEK 40 million. In total, the subscription undertakings amount to 5,130,433 shares, representing approximately 36.3 percent of the number of shares in the Offering (approximately 31.6 percent of the number of shares in the Offering if the Over-allotment Option is exercised in full)
- The Offering is conditioned by the Offering yielding issue proceeds of at least SEK 550 million before deduction of issue expenses
- The Offering consists of an offering to institutional investors in Sweden and internationally as well as an offering to the general public in Sweden
- A prospectus with full terms of the Offering is published today, February 8, 2017
- First day of trading in Oncopeptides’ shares on Nasdaq Stockholm is expected to be February 22, 2017 under the ticker “ONCO” and settlement is expected to take place on February 24, 2017
Jakob Lindberg, CEO of Oncopeptides:
”Multiple myeloma is an orphan hematological cancer without cure. The medical need in multi-refractory late-stage multiple myeloma patients is increasing rapidly due to recent improvements in earlier lines of therapy. Phase II data in this patient group with our product candidate Ygalo give us confidence that we have the possibility to both prolong survival and provide a treatment with a more tolerable side-effect profile in this difficult to treat patient population compared with the current standard of care. We have a clear path to marketing authorisation in the US as well as the EU with our clinical development programme to provide patients, physicians and regulators with a comprehensive set of data for Ygalo in late-stage multiple myeloma patients. The planned IPO is an important step to realise this strategy.”
Background to the Offering
Ygalo has previously undergone both preclinical and clinical phase I and II studies with good results with regard to both safety and efficacy. Based on these results, the Company assesses that the further development of Ygalo is a natural next step, with the objective of commercialising Ygalo, either in-house or together with appropriate partners, for the treatment of patients with multiple myeloma. The Company has therefore planned a development programme comprising three studies; OCEAN, HORIZON and ANCHOR. The main study, OCEAN, is a pivotal phase III study. After dialogues with pharmaceutical regulatory authorities and experts, both in Europe and the US, the study has been designed as a randomised head-to-head study against the current standard of care. This is in order to be able to show, with statistical significance, that Ygalo is more effective than pomalidomide for the treatment of patients with late-stage relapsed and refractory multiple myeloma (“late-stage RRMM”). The commenced phase II study, HORIZON, is a study in which all patients receive the same treatment. The objective of the study is to characterize Ygalo’s efficacy in multiple myeloma patients with few, or no, remaining established treatment options. The supplementing phase I/II study ANCHOR is a triple combination study with the objective to show how Ygalo should be dosed in combination with other drugs that are used in previous lines of therapy.
The Company is planning to initiate the pivotal development programme during the first half of 2017, which entails major investments. In order to enable the Offering, the Company has applied for a listing of the Company’s shares on Nasdaq Stockholm and the Company intends to thereby secure financing for the clinical development programme for Ygalo. The Main Shareholders are heavily engaged in the Company’s success and intend to continue to support the Company through, inter alia, board representation. The Company intends to use the net issue proceeds according to the approximate percentage as indicated below.
- Initiation and completion of the pivotal phase III study OCEAN up until clinical results: 50 percent
- Initiation and completion of the phase I/II study ANCHOR up until clinical results: 20 percent
- Completion of the phase II study HORIZON: 10 percent
- Contract manufacturing of Ygalo for use in clinical studies and commercial upscaling of the production: 10 percent
- General and administrative operations including the development of a commercialisation strategy: 10 percent
The net proceeds from the Offering will strengthen the Company’s financial position and are, together with current cash and cash equivalents, estimated to be sufficient to take Ygalo up to the point when the ongoing and planned studies have shown clinical results.
Prospectus and subscription terms
A prospectus containing the full terms of the Offer is published today. The prospectus is available on Oncopeptides’ website (www.oncopeptides.se), ABG Sundal Collier’s website (www.abgsc.com), Carnegie’s website (www.carnegie.se), DNB Market’s website (www.dnb.no) and Avanza’s and Nordnet’s websites, (www.avanza.se) and (www.nordnet.se).
- Application period for general public in Sweden: February 9, 2017 – February 20, 2017
- Application period for institutional investors: February 9, 2017 – February 21, 2017
- Publication of the outcome of the Offering: February 22, 2017
- First day of trading on Nasdaq Stockholm: February 22, 2017
- Settlement day: February 24, 2017
ABG Sundal Collier AB and Carnegie Investment Bank AB (publ) are Joint Global Coordinators and Joint Bookrunners. DNB Markets, a part of DNB Bank ASA, Sweden Branch, is Joint Bookrunner. Setterwalls Advokatbyrå AB is legal advisor to the Company and White & Case Advokat AB is legal advisor to the Joint Global Coordinators and Joint Bookrunners.
For further information, please contact:
Jakob Lindberg, CEO at Oncopeptides
Rein Piir, Head of Investor Relations at Oncopeptides
Gladiator is a hedge fund managed by Max Mitteregger Kapitalförvaltning AB. The fund pursues an investment strategy that defines it as a long/short equity fund. The management of the fund aims to provide the best possible return on the invested capital over time at a well-balanced level of risk, regardless of the overall performance of the market.
SEB-Stiftelsen is SEB’s pension fund with the purpose to fund pension payments to SEB’s employees and retirees.
About Carnegie Asset Management
Carnegie Asset Management is an independent Copenhagen based investment manager with an ambition to be among the world’s leading asset management companies.
This announcement is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States, the United Kingdom, Canada, Australia, South Africa, Japan or any other state or jurisdiction in which release, publication or distribution would be unlawful.
This announcement is not an offer of securities for sale in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Oncopeptides AB does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
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.
Matters discussed in this communication may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward?looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward?looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.