23. January 2019
Marinomed resumes Offer Period of Initial Public Offering on the Vienna Stock Exchange
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MARINOMED RESUMES OFFER PERIOD OF INITIAL PUBLIC OFFERING ON THE VIENNA STOCK EXCHANGE
Vienna, 23 January 2019. Vienna-based Marinomed Biotech AG (“Marinomed” or the “Company”), an established biopharmaceutical company creating innovative therapies for allergy, respiratory and eye diseases, resumes its initial public offering and listing on the Vienna Stock Exchange (the “Offering”). The Offer Period that was suspended on 29 November 2018 will be resumed on and including Thursday 24 January 2019 and is expected to end on Tuesday 29 January 2019. Marinomed has a broad pipeline with multiple, relatively low risk and late stage assets and an extensive experience in bringing products to the market. With its Marinosolv® technology platform, Marinomed plans to enter the multi- billion dollar markets for the treatments of allergies and eye diseases. Next to that, the products derived from the Carragelose® platform have proven their worldwide potential as first causative treatments against common cold and flu-like diseases. Both platforms have the potential to expand further by developing new products in additional indications. The initial public offering (“IPO”) should enable Marinomed to continue its success story with the strategic and financial flexibility of a listed company.
KEY TERMS OF THE OFFERING
• The Offering size has been adapted and comprises up to 260,000 new bearer shares (base size), which may be increased by up to 40,000 new bearer shares (the upsize option) resulting in up to 300,000 new bearer shares offered.
• In addition, the Offering may be increased by up to 15% of the number of new shares subscribed for in the Offering through an over-allotment option (greenshoe option), increasing the total number of shares offered to up to 345,000 new bearer shares.
• The Offering consists of:
– A public offering to retail and institutional investors in Austria
– A private placement outside Austria to selected institutional investors, including a private placement within the United States to qualified institutional buyers in reliance on Rule 144A under the US Securities Act of 1933, as amended
– A private placement outside of the United States to certain other eligible institutional investors in reliance on Regulation S under the US Securities Act of 1933, asamended
• The Price Range for the offered shares of EUR 75 to 90 Euro per share remains unchanged.
• The final price per share offered in the Offering will be determined during the resumed Offering period through a book-building process. The offer price will be a single price in euro, exclusive of the Austrian tax on stock exchange transactions, and of costs, if any,charged by financial intermediaries for the submission of applications.
• The volume of the Offering will be ca EUR 22.4m (at the lower end of the price range, without exercise of the upsize option and including exercise of the greenshoe option) and may increase to ca EUR 31.1m (at the upper end of the price range, including exercise of the upsize option and greenshoe option). The implicit market capitalization of the Company will thus be between ca EUR 110m and EUR 136m in case of a listing (based on the aforementioned minimum and maximum ranges for the price range and number of shares as well as assuming all convertible bonds issued by Marinomed in 2017 will be converted).
• The proceeds of the IPO are envisaged to fund:
– Pivotal phase III study of Budesolv
– Phase II and phase III studies of Tacrosolv
– Extension of the Marinosolv® technology for additional indications (e.g. lung)
– Broadening of the Carragelose® product portfolio (in particular by launching the decongestant product line)
– Increasing Carragelose® brand awareness
– Co-fund additional clinical studies for Carragelose® (e.g. for marketing authorization in the US)
– General corporate purposes such as establishing a cost-effective supply chain for low price markets and repayment of debt
• Expected timetable of the Offering
– The Offering period will be resumed on Thursday 24 January 2019 and is expected to end on Tuesday 29 January 2019, subject to early closing.
– The final Offering price will be determined on the basis of the bookbuilding and is expected to be published on 29 January 2019.
– An application has been made to list the shares on the Official market in the prime market segment of the Vienna Stock Exchange under the symbol “MARI”. Trading is expected to commence on 1 February 2019.
• Erste Group acts as Sole Global Coordinator and Sole Bookrunner. goetzpartners securities functions as Co-Lead Manager.
Dr Andreas Grassauer, Chief Executive Officer of Marinomed, commented:
“As we have received very positive feedback from domestic and international investors since the suspension of the Offer Period, we now look forward to opening our company for the capital markets in order to obtain strategic flexibility for future growth. The IPO will allow us to accelerate product development, expand into new markets and take full advantage of growth opportunities. We are committed to people’s health and create new patents, brands and products from scientific ideas. With our innovative pipeline and products we want to treat allergy, respiratory and eye diseases more effectively, with a faster onset of action and fewer side effects.”
Marinomed has achieved significant strategic milestones and operational successes in the first weeks of 2019, confirming the medical and commercial potential of Marinosolv® and Carragelose®. For the Marinosolv® technology platform, Link Health Pharma Co., Ltd, a leading Chinese pharmaceutical group with presence in Guangzhou, China, and Amsterdam, the Netherlands, was found as a strategic partner for the important Chinese market at a veryearly stage of development. In mid-January, the European Investment Bank (EIB) also approved the financing of a research project applied from Marinomed. After concluding the corresponding contracts, additional funds totalling up to EUR 15m would be provided to the company for research and development, which will be paid in 2019-2022 and will be repayable between 2024-2027.
About Marinomed Biotech AG
Marinomed Biotech AG is a Vienna based biopharmaceutical company focusing on the development of innovative products derived from patent protected technology platforms to treat respiratory and ophthalmic conditions. The Carragelose® platform comprises innovative patent protected products targeting viral infections of the respiratory tract. Carragelose® is used in nasal sprays, throat sprays and lozenges, which are sold in more than 30 countries around the world in collaboration with international partners. The Marinosolv® technology platform increases the efficacy of hardly soluble compounds for the treatment of sensitive tissues such as the eyes and nose. Further information is available at www.marinomed.com.
This press release and the information contained herein are for information purposes only and do neither constitute an offer to sell nor a solicitation of an offer to buy any securities in the United States, Australia, Canada, Japan or in any other jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state of the United States, and may not be offered, sold or otherwise transferred in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America, Canada, Japan or Australia.
A public offering of securities of the Company in Austria is made solely by, and on the basis of, a prospectus (including the supplements thereto) for securities prepared and published in accordance with the provisions of the Capital Markets Act (Kapitalmarktgesetz), which was approved and published on 16 November 2018. An investment decision regarding publicly offered securities of the Company should only be made on the basis of such a prospectus. Any purchase orders relating to securities of the Company received prior to the resumption of the public offering will be rejected. The prospectus as well as the supplements thereto are available free of charge at Marinomed Biotech AG, Veterinärplatz 1, A-1210 Vienna, or on the website of Marinomed Biotech AG (https://www.marinomed.com/offering).
Erste Group Bank AG (“Sole Global Coordinator”) is acting exclusively for Marinomed Biotech AG and no-one else in connection with any offering of securities of Marinomed Biotech AG. Erste Group Bank AG will not regard any other person as its client in relation to any offering of securities and will not be responsible to anyone other than Marinomed Biotech AG for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this press release or any other matter referred to herein.
This press release contains forward-looking statements, which are based on current views, expectations and projections of the management of Marinomed Biotech AG about future events. These forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results, performance or events to differ materially from those described in, or expressed or implied by, such statements. The current views, expectations and projections of the management of Marinomed Biotech AG may be identified by the context of such statements or words such as “anticipate,” “believe”, “estimate”, “expect”, “intend”, “plan”, “project” and “target”.
Forward-looking statements speak only as of the date they are made and Marinomed Biotech AG does not assume any obligation to update, review or revise any forward-looking statement contained in this press release whether as a result of new information, future developments or otherwise.