Ad-hoc | 3 August 2012 20:01
WILEX AG / Key word(s): Capital Increase
03.08.2012 20:01
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Ad hoc release pursuant to § 15 Wertpapierhandelsgesetz (German Securities
Trading Act)
- Not for distribution, publication or transmission
in the USA, Canada, Japan and Australia -
WILEX AG plans rights offering and combined capital increase of cash and
contribution in kind
Munich, 3 August 2012. The Executive Management Board of WILEX AG (ISIN
DE0006614720/WL6/FSE) today resolved with the approval of the Supervisory
Board to increase the Company's share capital by up to EUR 6,767,715.00
from EUR 24,814,963.00 to up to EUR 31,582,678.00 by issuing up to
6,767,715 new shares. The Company plans to offer the new shares to its
shareholders in a rights offering. The subscription ratio has been set at
11:3; i.e. 11 existing shares entitle the shareholder to subscribe for
three new shares. The subscription price is EUR 3.70 per share. This
corresponds to a discount of approximately 4.1% from the volume-weighted
average price for the past five trading days (EUR 3.86) or 1.0 % from the
XETRA closing rate of EUR 3.74 per share of WILEX AG on the Frankfurt Stock
Exchange on 2 August 2012. The offering will utilise existing authorised
capital created by resolution at the Annual General Meeting on 25 May 2012.
The capital increase is structured as a combined capital increase of cash
and contribution in kind. The major shareholder, dievini Hopp BioTech
holding GmbH & Co. KG, Walldorf, Germany ('dievini') can subscribe for new
shares within the scope of their part of subscription rights allocated to
dievini in exchange for a contribution in kind. The contribution in kind
consists of a claim to repayment including interest up to 7 August 2012 for
the amount of EUR 7,771,250.00 from a loan extended by dievini to WILEX on
17 December 2010.
All shareholders will be eligible to subscribe for the remaining new shares
issued as part of the capital increase in return for a cash contribution.
dievini may only acquire new shares in exchange for a cash contribution if
it has not exercised the subscription rights it was allocated by making a
contribution in kind as described above.
The new shares that can be subscribed in return for cash contributions are
offered to shareholders by way of an indirect subscription right by
Landesbank Baden-Württemberg, Stuttgart. Shareholders' subscription rights
are determined based on their holdings of existing shares at the close of
business of the day, 7 August 2012. Any new shares not subscribed in the
rights offering will be offered to shareholders - also at the subscription
price - as part of an oversubscription for shares.
New shares that are not subscribed in the course of the rights offering or
by oversubscription by existing shareholders will be offered to selected
investors in a private placement at a purchase price equivalent to the
subscription price.
The majority shareholder dievini and affiliated companies and UCB Pharma
S.A. plan to participate in the capital increase.
Shareholders may subscribe and/or oversubscribe to the new shares during
the subscription period, which is expected to begin on 8 August 2012 and
end on 21 August 2012. There will be no organised trading in subscription
rights.
For further details on the capital increase, please see the subscription
offer provisionally planned to be published in the Federal Gazette on 7
August 2012 and on the website of WILEX AG (www.wilex.com).
The public offering of the new shares and their admission to trading on the
Regulated Market (Prime Standard) of the Frankfurt Stock Exchange are based
on a prospectus (in German) submitted to and subject to approval by the
Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, Federal Financial
Supervisory Authority). Approval for the prospectus is expected to be
issued on 6 August 2012, and the prospectus will subsequently be available
on WILEX AG's website (www.wilex.com). The new shares are expected to be
included in the existing listing on the Frankfurt Stock Exchange on 29
August 2012 under the existing international securities identification
number ISIN DE0006614720.
WILEX AG is planning this combined capital increase of cash and
contribution in kind to reduce its financial liabilities (dievini loan) and
enhance its equity base. WILEX AG plans to use the gross proceeds from the
cash component of up to EUR 17.27 million to finance its ongoing and
additional planned clinical studies and further growth.
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Information and Explaination of the Issuer to this News:
About WILEX AG
WILEX AG is a biopharmaceutical company based in Munich, Germany. Focused
on oncology, the Company has a broad portfolio of diagnostic and
therapeutic products for the specific detection and targeted treatment of
various types of cancer. WILEX's therapeutic product candidates are based
on antibodies (RENCAREX(R) in Phase III) and small molecules (MESUPRON(R)
in Phase II, WX-554 in Phase Ib/II and WX-037 in preclinical development).
In the field of diagnostics, REDECTANE(R) is an antibody-based, imaging in
vivo diagnostic agent that is currently in a Phase III programme. WILEX's
US subsidiary WILEX Inc. in Cambridge, MA, markets a portfolio of research
use only tests and in vitro diagnostic agents under the brand Oncogene
Science, which are used as companion diagnostics for clinical trials and
therapy monitoring. The wholly owned subsidiary Heidelberg Pharma GmbH
offers an attractive and highly promising antibody drug conjugate
technology platform and preclinical contract research services. The
business model of WILEX comprises research, technology, product development
and commercialisation. WILEX's customers and partners include leading
international pharmaceutical companies.
Website: http://www.WILEX.com, ISIN DE0006614720 / WKN 661472 / Symbol WL6
This ad hoc announcement contains forward-looking statements, which express
the current beliefs and expectations of the management of WILEX 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 WILEX 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 WILEX 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.
Contact
WILEX AG
Corporate Communications
Katja Arnold (CIRO)
Grillparzerstr. 10
81675 Munich, Germany
Tel.: +49 (0)89-41 31 38-126
Fax: +49 (0)89-41 31 38-99
Email: investors@wilex.com
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
general discussion of strategy, plans or intentions of the Company. 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. 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.
03.08.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: WILEX AG
Grillparzerstr. 10
81675 München
Germany
Phone: +49 (0)89 41 31 38 - 0
Fax: +49 (0)89 41 31 38 - 99
E-mail: info@wilex.com
Internet: www.wilex.com
ISIN: DE0006614720
WKN: 661472
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, München, Stuttgart
End of Announcement DGAP News-Service
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