Ablynx intends to offer and sell, subject to market and other conditions, approximately $175 million of its ordinary shares in a global offering.
GHENT, Belgium, 17 October 2017 - Ablynx NV [Euronext Brussels: ABLX; OTC: ABYLY], a late-stage clinical biopharmaceutical company utilising its proprietary Nanobody® platform to develop treatments for a broad range of therapeutic indications with an unmet medical need, announced today that it intends to offer and sell, subject to market and other conditions, approximately $175 million of its ordinary shares in a global offering, which is comprised of a public offering in the United States and Canada of ordinary shares in the form of American Depositary Shares (“ADS”), and an offer of ordinary shares in Europe and countries outside of the United States and Canada in a concurrent private placement. Investors other than qualified investors under applicable law will not be eligible to participate in this private placement.
Under the global offering, Ablynx intends to grant the underwriters a 30-day option to purchase additional ordinary shares in the form of ADSs in connection with the ADS offering and a 30-day option to purchase additional ordinary shares in connection with the ordinary share private placement, up to 15% of the total number of ordinary shares and ADSs placed in the global offering. The total number of ordinary shares in the ADS offering and the private placement is subject to reallocation between them.
The final price per share of the ordinary shares and of the ADSs and the number of new ordinary shares and ADSs to be placed in the global offering will be determined following the bookbuilding process. Each of the ADSs offered in the ADS offering represents the right to receive one ordinary share.
All ordinary shares and ADSs to be sold in the global offering will be offered by Ablynx. Ablynx’s ordinary shares are currently listed on Euronext Brussels and Ablynx has made an application to have its ADSs listed on the NASDAQ Global Select Market under the symbol “ABLX”. An application will be made to admit the ordinary shares issued pursuant to the global offering, to trading on the regulated market of Euronext Brussels.
BofA Merrill Lynch, J.P. Morgan and Jefferies are acting as joint book-running managers for the offering. Baird, Bryan, Garnier & Co. and Ladenburg Thalmann are acting as co-managers for the offering.
The ADSs referred to in this release are to be offered only by means of a prospectus. When available, copies of the preliminary prospectus can be obtained from BofA Merrill Lynch at NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte North Carolina 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com; from J.P. Morgan at Attn: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (866) 803-9204; or from Jefferies at 520 Madison Avenue, 2nd Floor, New York, New York 10022, Attn: Equity Syndicate Prospectus Department, or by email at Prospectus_Department@Jefferies.com.
A registration statement relating to and describing the terms of the offering has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About Ablynx
Ablynx is a biopharmaceutical company engaged in the development of Nanobodies, proprietary therapeutic proteins based on single-domain antibody fragments, which combine the advantages of conventional antibody drugs with some of the features of small-molecule drugs. Ablynx is dedicated to creating new medicines which will make a real difference to society. Today, the Company has more than 45 proprietary and partnered programmes in development in various therapeutic areas including inflammation, haematology, immuno-oncology, oncology and respiratory disease. Ablynx has collaborations with multiple pharmaceutical companies including AbbVie; Boehringer Ingelheim; Eddingpharm; Merck & Co., Inc., Kenilworth, New Jersey, USA; Merck KGaA; Novartis; Novo Nordisk; Sanofi and Taisho Pharmaceuticals.
For more information, please contact
Ablynx:
Dr Edwin Moses
CEO
t: +32 (0)9 262 00 07
m: +32 (0)473 39 50 68
e: edwin.moses@ablynx.com
Lies Vanneste
Director Investor Relations
t: +32 (0)9 262 01 37
m: +32 (0)498 05 35 79
e: lies.vanneste@ablynx.com
Ablynx media relations:
Consilium Strategic Communications
Mary-Jane Elliott, Philippa Gardner, Sukaina Virji
t: +44 (0)20 3709 5700
e: ablynx@consilium-comms.com
Forward-looking Statements
The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “seeks”, “may”, “will”, “could”, “should” or similar expressions, and include statements Ablynx makes concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements do not constitute any guarantee of future performance. Ablynx’s actual results may differ materially from those predicted by the forward-looking statements. Ablynx undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law.
Important Information
In this announcement, certain information is disclosed that constituted inside information prior to this announcement.
No public offering will be made and no one has taken any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States and Canada, where any such action is required, including in the European Economic Area. In the European Economic Area, with respect to any Member State that has implemented Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Directive”), the transaction to which this press release relates will only be available to, and will be engaged in only with, qualified investors in that Member State within the meaning of the Prospectus Directive.
In addition, in the United Kingdom, the transaction to which this press release relates will only be available to, and will be engaged in only with, investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), qualified investors falling within Article 49(2)(a) to (d) of the Order, and other persons to whom this announcement may lawfully be communicated (all such persons together being referred to as “relevant persons”). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
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