|Ad hoc announcement: Agennix AG Announces Planned Rights Offering and Capital Increase|
Planegg/Munich (Germany), November 16, 2011 – Agennix AG (Frankfurt Stock Exchange (Prime Standard): AGX/ISIN DE000A1A6XX4) today announced that its Management Board has resolved, with the approval of the Supervisory Board, to increase the Company’s share capital from € 41,937,776 by up to € 9,319,504 to up to € 51,257,280, by offering up to 9,319,504 newly issued shares in a rights offering to its existing shareholders of record as of November 22, 2011. The subscription ratio will be 9:2; i.e., a shareholder is entitled to receive two newly issued shares for each existing nine shares held at the record date. The subscription price has been set at € 2.95 per share, which represents approximately a 4% discount to the November 16, 2011 XETRA closing price of € 3.06 per Agennix AG share on the Frankfurt Stock Exchange. The offering will utilize existing authorized capital created by prior shareholders’ resolutions.
The capital increase is planned to be a mixed capital increase of cash and contribution in kind. The contribution in kind will involve the contribution by the Company’s major shareholder, dievini Hopp BioTech holding GmbH & Co. KG (dievini), of the € 15.0 million loan that dievini provided to Agennix in July 2010, in addition to approximately € 1.2 million in interest accrued on the loan as of November 22, 2011. Pursuant to a commitment agreement that it has entered into with the Company and Kempen & Co N.V. (Kempen & Co), the global coordinator for the transaction, dievini has agreed to exercise all of its subscription rights in the rights offering with respect to shares held by it, which will represent the principal amount of the loan plus approximately € 1.2 million in interest.
The cash portion of the capital increase will comprise an indirect rights offering conducted by Kempen & Co in which all existing shareholders other than dievini will be entitled to exercise their subscription rights in cash. Any new shares not subscribed in the rights offering will be offered on a pro rata basis to shareholders – also at the subscription price – as part of an oversubscription for shares. Binding offers for shares by way of subscription and/or oversubscription must be submitted within the subscription period.
Under the commitment agreement, dievini also has the right to participate in the oversubscription of new shares not subscribed by other shareholders in the rights offering prior to the end of the subscription period by placing an oversubscription order for shares in the volume of shares not subscribed by other shareholders or in any specific amount.
Shareholders may subscribe and/or oversubscribe to the new shares during the subscription period, which is expected to begin on November 23, 2011 and end on December 6, 2011. There will be no organized trading in subscription rights and no public offering.
As part of the commitment agreement, dievini has also agreed that, during a period ending six months after the first day of trading of the new shares, it will not sell any share of the Company or enter into any transaction or perform any action with equivalent economic effect without the prior consent of Kempen & Co.
The new shares are expected to be admitted to trading in the regulated market in the Prime Standard of the Frankfurt Stock Exchange without the publication of a prospectus and to be included in the existing listing on the Frankfurt Stock Exchange on or around December 14, 2011 under the existing stock identification number AGX/ISIN DE000A1A6XX4.
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 immunotherapy that has demonstrated activity in randomized, double-blind, placebo-controlled Phase II studies in non-small cell lung cancer and in severe sepsis. Talactoferrin is currently in Phase III clinical trials in non-small cell lung cancer and in a Phase II/III trial in severe sepsis. Other clinical development programs include RGB-286638, a multi-targeted kinase inhibitor in Phase I testing for cancer, 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, including statements about the Company’s future cash position. 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 or elsewhere.
Agennix™ is a trademark of the Agennix group.