· As previously announced, the price per share in the Offering was SEK 32.50, corresponding to a value of the total number of shares in the Company upon completion of the Offering of SEK 2,275 million
· The Offering consisted of 12,923,077 shares, corresponding to approximately 18.5 percent of the total number of shares in the Company upon completion of the Offering, of which 10,769,231 were new shares offered by the Company and 2,153,846 are existing shares offered by Sunstone Life Science Ventures Fund II K/S and Duba AB (together the “Selling Shareholders”)
· In order to cover potential over-allotment in relation to the Offering, the Selling Shareholders have, upon the Global Co-ordinator’s (see definition below) request, undertaken to offer up to 1,938,462 additional existing shares (the “Over-Allotment Option”), corresponding to up to 15 percent of the number of shares in the Offering and approximately 2.8 percent of the total number of shares in the Company upon completion of the Offering
· Assuming the Over-Allotment Option is exercised in full, the value of the Offering will amount to approximately SEK 483 million and correspond to approximately 21.2 percent of the total number of shares in the Company upon completion of the Offering
· The total number of shares in Alligator upon completion of the Offering will amount to 70,013,615 shares
· Immediately following the completion of the Offering, and assuming that the Over-Allotment Option is exercised in full, Alligator’s largest shareholders will include Banque Internationale à Luxembourg SA (18.7 percent of the total number of shares in the Company upon completion of the Offering), Johnson & Johnson Innovation-JJDC, Inc. (”JJDC”) (8.2 percent), Sunstone Life Science Ventures Fund II K/S (7.7 percent) and Duba AB (6.6 percent). Catella Fondförvaltning, Investment AB Öresund and Norron Asset Management (together the ”Cornerstone Investors”) will each own 2.2 percent of the total number of shares in the Company upon completion of the Offering
· Trading in Alligator shares on Nasdaq Stockholm commences today, November 23, 2016 under the ticker “ATORX”
· Trading is conditional until settlement, which is expected to take place on November 25, 2016
Per Norlén, CEO at Alligator:
“We are pleased by the confidence shown in us by current and new institutional and private investors. It is an acknowledgment to both our history and potential going forward. The IPO is an important step in realizing our strategy of becoming the leading research-based company within tumor-directed immunotherapy, and we look forward to continue our journey as a listed company.”
Carnegie is Global Co-ordinator and Joint Bookrunner, DNB Markets is Joint Bookrunner and Redeye is Co-Lead Manager (together the ”Managers”). Setterwalls Advokatbyrå AB is legal advisor to the Company and Baker & McKenzie Advokatbyrå KB is legal advisor to the Managers.
Alligator is a research-based biotechnology company that develops innovative immune activating antibody drugs for tumor-directed immunotherapy. The Company is headquartered in Lund, Sweden, and had 35 employees per September 30, 2016. The Company is primarily active in the early stages of drug development, from the idea stage to clinical phase IIa studies, and Alligator’s product portolio primarily consist of the product candidates ADC-1013, ATOR-1015 and ATOR-1016. In August 2015, ADC-1013 was out-licensed to Janssen Biotech, Inc., one of the Janssen Pharmaceutical Companies of Johnson & Johnson, for further development and commercialization.
For further information, please contact:
Peter Benson, Chairman at Alligator
Per Norlén, CEO at Alligator
Rein Piir, VP Investor Relations at Alligator
Phone: +46 46 286 42 80 (switchboard)
This announcement is not and does not form a part of any offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
An offering of the securities referred to in this announcement was made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden, Norway, Denmark and Finland, that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement 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”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement 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,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and 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 these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
In connection with the offer or sale of securities referred to herein, the Global Coordinator may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilisation action or over-allotment will be conducted by the Global Coordinator in accordance with all applicable laws and rules.