|Agennix AG Raises Approximately € 76 Million in Net Proceeds|
Planegg/Munich (Germany), October 1, 2010 – Agennix AG (Frankfurt Stock Exchange (Prime Standard): AGX/ISIN DE000A1A6XX4) today announced that the Company has raised approximately € 76 million in net proceeds in its capital increase via participation from both new and existing shareholders. The execution of the capital increase is based on the resolution passed at the Company’s annual general meeting on May 25, 2010 to issue 20,588,705 new shares, which will result in a total of 41,413,846 shares issued and outstanding. Subscription rights have been granted to the shareholders. The subscription price was € 3.81 per share.
In the capital increase, approximately 29% of the 20,588,705 new shares were subscribed in the rights offering and approximately 71% of the shares were purchased by new institutional investors in a private placement or by dievini Hopp BioTech holding GmbH & Co. KG under a firm commitment agreement.
Following the completion of this offering, dievini will hold approximately 59% of shares outstanding in Agennix. Dievini has informed the Company that it has not yet received a decision from the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (BaFin) regarding dievini’s application for an exemption from the obligation to make a mandatory tender offer. Dievini applied for this exemption in case it acquired control of the Company in the meaning of Section 29 (2) of the German Takeover Act through participation in the capital increase.
The entry of the capital increase in the commercial register of the local court in Mannheim is expected to occur on or around October 4, 2010. The new shares will be listed on the Frankfurt Stock Exchange and are expected to begin trading on or around October 5, 2010. The Joint Global Coordinators for the transaction were Piper Jaffray Ltd. and WestLB AG.
END OF AD HOC ANNOUNCEMENT
Agennix AG is a publicly listed biopharmaceutical company that is focused on the development of novel therapies that have the potential to substantially improve the length and quality of life of critically ill patients in areas of major unmet medical need. The Company’s most advanced program is talactoferrin, an oral therapy that has demonstrated activity in randomized, double-blind, placebo-controlled Phase II studies in non-small cell lung cancer, as well as in severe sepsis. Talactoferrin is currently in Phase III clinical trials in non-small cell lung cancer, and Agennix plans to develop this program further for the treatment of severe sepsis. Other clinical development programs include RGB-286638, a multi-targeted kinase inhibitor in Phase I testing; the oral platinum-based compound satraplatin; and a topical gel form of talactoferrin for diabetic foot ulcers. Agennix’s registered seat is in Heidelberg, Germany. The Company has three sites of operation: Planegg/Munich, Germany; Princeton, New Jersey and Houston, Texas. For additional information, please visit the Agennix Web site at www.agennix.com.
This ad hoc announcement contains forward-looking statements, which express the current beliefs and expectations of the management of Agennix AG. Such statements are based on current expectations and are subject to risks and uncertainties, many of which are beyond our control, that could cause future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially depending on a number of factors, and we caution investors not to place undue reliance on the forward-looking statements contained in this ad hoc announcement. Forward-looking statements speak only as of the date on which they are made and Agennix undertakes no obligation to update these forward-looking statements, even if new information becomes available in the future.
This ad hoc announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America. The shares in Agennix AG (the “Shares”) mentioned herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act").
The Shares have not been, and will not be, registered under the Securities Act and will not be offered or sold in the United States, except on the basis of applicable exemptions from registration. There will be no public offering of securities in the United States.