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Share Capital
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Share Capital

10. Share Capital

The Company had 115,172,786 and 103,901,006 million authorized Common Shares as of December 31, 2020 and 2019, respectively, with a par value of CHF 0.03 per share. Share Capital consisted of the following:

 

 

 

 

 

As of December 31,

 

Type of Share Capital

 

Conditional Capital

 

2020

 

 

2019

 

Common shares

 

Registered share capital

 

 

75,133,951

 

 

 

61,036,566

 

Common shares

 

Authorized share capital

 

 

17,625,426

 

 

 

19,246,503

 

Common shares

 

Conditional share capital - Bonds or similar debt instruments

 

 

4,919,700

 

 

 

4,919,700

 

Common shares

 

Conditional share capital - Employee benefit plans

 

 

17,493,709

 

 

 

18,698,237

 

 

 

Total

 

 

115,172,786

 

 

 

103,901,006

 

 

Included in registered share capital are 2,906,383 shares registered, which are held by the Company and its subsidiaries and are reserved for future issuance for financings.

 

Common Share Issuances

Public Offerings

In October 2016, the Company sold 4.4 million common shares through an initial public offering (inclusive of shares sold pursuant to an overallotment option granted to the underwriters in connection with the offering) at a price of $14.00 per share for proceeds of $53.7 million, which were net of equity issuance costs of $8.3 million. Concurrent with the initial public offering, the

Company sold 2.5 million common shares to Bayer BV in a private placement, at a price of $14.00 per share, resulting in aggregate net proceeds of $35.0 million.

In January 2018, the Company completed an underwritten public offering of 5.7 million common shares (inclusive of shares sold pursuant to an overallotment option granted to the underwriters in connection with the offering), which were sold at a price of $22.75 per share. This offering resulted in aggregate net proceeds of $122.6 million, which were net of equity issuance costs of $8.2 million.

In September 2018, the Company completed an underwritten public offering of 4.2 million common shares, which sold at a price of $47.50 per share. This offering resulted in aggregate net proceeds of $184.5 million, which were net of equity issuance costs of $12.4 million. Additional equity issuance costs of $3.1 million for stamp taxes related to the January 2018 and September 2018 offerings were also paid in 2018.  

In November 2019, the Company sold 4.9 million common shares through an underwritten public offering (inclusive of shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares at a public offering price of $64.50 per share for aggregate net proceeds of $297.4 million, which were net of equity issuance costs of $17.8 million. Additional equity issuance costs of $3.0 million for stamp taxes were also paid in 2019.

In July 2020, the Company sold 7.4 million common shares through an underwritten public offering (inclusive of shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares) at a public offering price of $70.00 per share for aggregate net proceeds of $489.7 million, which were net of equity issuance costs of $27.6 million. Additional equity issuance costs of $4.9 million for stamp taxes were payable as of December 31, 2020.

At-the-Market Offerings

In the first quarter of 2019, the Company began to issue and sell securities under an Open Market Sale AgreementSM entered into with Jefferies LLC, or Jefferies, in August 2018, under which the Company was able to offer and sell, from time to time, common shares having aggregate gross proceeds of up to $125.0 million, or the 2018 ATM. During the year ended December 31, 2019, the Company issued and sold an aggregate of 2.8 million common shares at an average price of $44.38 per share for aggregate net proceeds of $120.6 million, which were net of equity issuance costs of $4.4 million. In addition, the Company paid approximately $0.9 million in stamp taxes during the year ended December 31, 2019 and accrued an additional $0.3 million for stamp taxes as of December 31, 2019.  The Company paid the $0.3 million for stamp taxes in 2020.

In August 2019, the Company entered into a new Open Market Sale AgreementSM with Jefferies under which the Company was able to offer and sell, from time to time at our sole discretion through Jefferies, as our sales agent, our common shares, par value of CHF 0.03 per share, or the August 2019 Sales Agreement. In August 2019, the Company filed a prospectus supplement with the SEC to offer and sell, from time to time, common shares having aggregate gross proceeds of up to $200.0 million, or the 2019 ATM. In connection with the Company’s entry into the August 2019 Sales Agreement, the August 2018 Open Market Sale AgreementSM with Jefferies was mutually terminated by the Company and Jefferies. During the year ended December 31, 2020, the Company issued and sold an aggregate of 2.2 million common shares under the 2019 ATM at an average price of $89.47 per share for aggregate proceeds of $195.5 million, which were net of equity issuance costs of $4.5 million.

In December 2020, in connection with the August 2019 Sales Agreement, the Company filed a prospectus supplement with the SEC to offer and sell, from time to time, common shares having aggregate gross proceeds of up to $350.0 million, or the 2020 ATM. During the year ended December 31, 2020, the Company issued and sold an aggregate of 1.8 million common shares under the 2020 ATM at an average price of $169.57 per share for aggregate proceeds of $298.0 million, which were net of equity issuance costs of $4.5 million. Additional equity issuance costs for stamp taxes related to shares sold in 2020 related to the 2019 and 2020 ATM were $4.9 million, of which $4.0 million was payable as of December 31, 2020.

In January 2021, the Company issued and sold under the 2020 ATM an aggregate of 0.3 million common shares at an average price of $162.46 per share with aggregate proceeds of $46.7 million, which were net of equity issuance costs of $0.7 million. An additional $0.5 million of stamp taxes will be owed on this amount.  

In January 2021, in connection with the August 2019 Sales Agreement, the Company filed a prospectus supplement with the SEC to offer and sell, from time to time, common shares having aggregate gross proceeds of up to $600.0 million.  Through the date of issuance of this Annual Report on Form 10-K, the Company has issued and sold an aggregate of 1.1 million common shares under the 2021 ATM at an average price of $169.82 per share for aggregate proceeds of $177.8 million, which were net of equity issuance costs of $2.4 million. An additional $1.8 million of stamp taxes will be owed on this amount.      

The Common Shares have the following characteristics:

Voting Rights

The holders of Common Shares are entitled to one vote for each Common Share held at all meetings of shareholders.

Dividends

The holders of Common Shares are entitled to receive dividends, if and when resolved upon by the general meeting of shareholders based on a respective proposal by the Board of Directors and provided that the Company disposes of sufficient freely distributable reserves. As of December 31, 2020, no dividends have been declared or paid since the Company’s inception.

Liquidation

The holders of the Common Shares are entitled to share ratably in the Company’s assets available for distribution to shareholders in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or upon the occurrence of a deemed liquidation event.