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Heidelberg Pharma AG / Key word(s): Corporate Action
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Ad hoc announcement - Inside information pursuant to Article 17 MAR
Heidelberg Pharma AG and Partner Huadong Receive all Approvals for the Announced Transaction from the Authorities and Plan Capital Measure
Ladenburg, Germany, 9th May 2022 – As of 27th February 2022, Heidelberg Pharma and Huadong Medicine Co., Ltd., Hangzhou, China, (Huadong) have entered into a strategic partnership with the signing of an exclusive licensing agreement as well as an investment agreement regarding an equity investment in Heidelberg Pharma. The investment by Huadong is planned in August 2022 totaling EUR 105 million, representing 35% of outstanding shares after the transaction, consisting of a rights issue and a share transfer.
The investment agreement was subject to certain closing conditions such as the foreign trade clearance, Huadong's exemption from the obligation to make a mandatory offer by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, Federal Financial Supervisory Authority), as well as foreign direct investment (ODI) approval required under Chinese law. These closing conditions are now fulfilled. Therefore, Heidelberg Pharma is planning to implement the rights issue.
Terms of the rights issue
- Heidelberg Pharma is planning a rights issue in cash based on a prospectus of up to EUR 80 million, issuing up to 12,408,648 shares at EUR 6.44 per share, the price of the last funding round in April 2021, using authorized capital. The prospectus is expected to be approved by BaFin by 12th August 2022. The rights offering will presumably be published on 15th August 2022 in the German Federal Gazette.
- The subscription period is scheduled to start on 16th August 2022 at 0:00 hours (CEST) and to end on 29th August 2022 at 24:00 hours (CEST). The subscription ratio will be 11:4, so eleven old shares entitle to subscribe for four new shares whereby - in order to enable this subscription ratio - one shareholder will waive a respective number of subscription rights (based on the current share capital of EUR 34,175,809.00 such number amounts to 52,027 shares). The new shares will have an entitlement to profits from 1st December 2021.
- Huadong plans to participate in the rights issue, acquiring up to approximately 26% of the outstanding shares after completion of the rights issue. In order to achieve this percentage, the main shareholder dievini Hopp BioTech holding GmbH & Co. KG, Walldorf, Germany, (dievini) and related entities have agreed to transfer their subscription rights to Huadong.
- The new shares will be offered for subscription to all shareholders. Any unsubscribed new shares will be assumed by Huadong.
- Additionally, Huadong will purchase existing shares from dievini of up to 9% of the outstanding shares to reach in total 35% of the outstanding shares following the capital increase.
- According to the current planning, the share capital of currently EUR 34,175,809.00 will increase to up to EUR 46,584,457.00 after the closing of the capital measure.
Utilization of the issue proceeds
Heidelberg Pharma AG intends to use the issue proceeds from the funding mainly for conducting the ongoing Phase I trial with HDP-101, the further development of the follow-on projects, HDP-102 and HDP-103, and for further advancing its proprietary ATAC® technology.
Subscription offer and securities prospectus
Further details on the capital increase will be announced in the respective subscription offer, which is expected to be published in the German Federal Gazette (www.bundesanzeiger.de) on 15th August 2022 and on the website of Heidelberg Pharma AG (www.heidelberg-pharma.com). The public offering of the new shares and admission of the new shares to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange are based on a prospectus submitted to and subject to approval by BaFin. The prospectus is expected to be approved on 12th August 2022, and the prospectus will subsequently be available on Heidelberg Pharma AG’s website (www.heidelberg-pharma.com). The new shares are expected to be included in the existing listing of the Company’s shares on the Frankfurt Stock Exchange on 5th September 2022.
Baader Bank AG, Unterschleissheim, Germany, will carry out the capital increase as global coordinator and sole bookrunner.
Information and Explanation of the Issuer to this News:
About Heidelberg Pharma
Heidelberg Pharma is an oncology specialist and the first company to develop the toxin Amanitin into cancer therapies using its proprietary ATAC® technology and to advance the biological mode of action of the toxin as a novel therapeutic principle. The proprietary technology platform is being applied to develop the Company’s own therapeutic ATACs® as well as in third-party collaborations. The lead candidate HDP-101 is a BCMA ATAC in clinical development for multiple myeloma. HDP-102, a CD37 ATAC for Non-Hodgkin lymphoma and HDP-103, a PSMA ATAC for metastatic castration-resistant prostate cancer, are in preclinical testing.
Heidelberg Pharma AG is based in Ladenburg, Germany, and is listed on the Frankfurt Stock Exchange: ISIN DE000A11QVV0 / WKN A11QVV / Symbol HPHA. More information is available at www.heidelberg-pharma.com.
ATAC® is a registered EU trademark of Heidelberg Pharma Research GmbH.
This communication contains certain forward-looking statements relating to the Company's business, which can be identified by the use of forward-looking terminology such as 'estimates', 'believes', 'expects', 'may', 'will' 'should' 'future', 'potential' or similar expressions or by a general discussion of the Company's strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results of operations, financial condition, performance, or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors and partners are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such forward-looking statements to reflect future events or developments.
09-May-2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Heidelberg Pharma AG
+49 (0)89 41 31 38 - 0
+49 (0)89 41 31 38 - 99
Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange
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