Acropora Beteiligungs GmbH, VETWIDI Forschungsholding GmbH and BVT Beteiligungsverwaltung und Treuhand GmbH offer Marinomed shares by means of an accelerated bookbuilding of up to 55,000 shares (plus a possible upsize option of up to additional 50,000 shares); Marinomed shares are suspended vom trading on the Official Market of the Vienna Stock Exchange.
Marinomed Biotech AG (the "Company") announces that the Company was informed by the three shareholders Acropora Beteiligungs GmbH ("Acropora"), VETWIDI Forschungsholding GmbH ("VETWIDI") and BVT Beteiligungsverwaltung und Treuhand GmbH ("BVT") on 22 January 2020 that Acropora, VETWIDI and BVT intend to sell in total up to 55,000Marinomed shares, ISIN ATMARINOMED6, plus an upsize alternative of up to further 50,000 Marinomed shares from their respective holdings through an accelerated bookbuilding transaction (the "Transaction").
Immediately after receiving the notification from Acropora, VETWIDI and BVT, the Company has applied for suspension from trading of all Marinomed shares, ISIN ATMARINOMED6, on the Official Market of the Vienna Stock Exchange. The suspension from trading of the Marinomed shares on the Official Market of the Vienna Stock Exchange is intended to last until the result of the Transaction is announced.
The following information, put in quotation marks, is taken from the notfication of the Company by Acropora, VETWIDI and BVT :
"NOT FOR DISTRIBUTION OR PUBLICATION, EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, CANADA, JAPAN OR AUSTRALIA.
Acropora Beteiligungs GmbH ("Acropora"), VETWIDI Forschungsholding GmbH ("VETWIDI") and BVT Beteiligungsverwaltung und Treuhand GmbH ("BVT") hereby announce that today, 22 January 2020, Acropora, VETWIDI and BVT have decided to sell Marinomed Biotech AG shares, ISIN ATMARINOMED6, from their respective holdings to institutional investors by means of an accelerated bookbuilding transaction (the "ABB"). BVT holds Marinomed shares, which were originally held by ARAX 2011 Private Equity GmbH & Co KG, ARAX 2011.eins Private Equity GmbH & Co KG and ARAX 2012.eins Private Equity GmbH & Co KG and which have meanwhile been transferred to BVT.
Erste Group Bank AG has been appointed to place the Marinomed shares through the ABB and acts as the sole bookrunner.
Acropora, VETWIDI and BVT intend to sell in total up to 55,000 Marinomed shares through the ABB. This corresponds to up to 3.7 per cent. of the share capital of the Company. Acropora, VETWIDI and BVT reserve the right to decide – in consultation with Erste Group Bank AG as sole bookrunner – on selling up to 50,000 additional Marinomed shares (corresponding to approximately 3.4 per cent. of the share capital of the Company) in the event of strong demand (upsize alternative).
The books for the ABB are opened immediately. Information on the pricing and allocation of Marinomed shares under the ABB is expected to be published immediately after closing of the books. Acropora, VETWIDI and BVT reserve the right to change the conditions and timeline of the ABB at any time.
If all offered shares (including the upsize alternative) are placed through the ABB, Acropora, VETWIDI and BVT would still hold approximately 16.6 per cent. (Acropora), approximately 1.5 per cent. (VETWIDI) and approximately 1.4 per cent. (BVT), respectively, of the share capital of Marinomed Biotech AG.
Under the Placement Agreement, Acropora, VETWIDI and BVT have entered into market standard lock-up commitments with the Sole Bookrunner for a period of 90 days. They in particular commited, without the Sole Bookrunner's consent, not to enter into any transactions for Marinomed shares or securities exchangeable into Marinomed shares, not to conclude agreements providing for a transfer of the economic risk of the Marinomed shares and not to vote for a capital increase of Marinomed Biotech AG.
For further enquiries contact:
Chief Financial Officer, Marinomed
Veterinärplatz 1, 1210 Vienna, Österreich
T +43 (0)1 250 77 4460
Managing Partner, Metrum Communications
Bauernmarkt 10/19, 1010 Vienna, Austria
T +43 (0) 1 504 69 87 331
This announcement constitutes neither an offer to buy securities nor a solicitation of an offer to buy securities in the United States of America, Germany, Austria or other countries. The securities are not sold or offered to be sold in the United States of America under the rules of the US Securities Act of 1933, as amended.
A public offer of the securities is neither made in Austria nor in any other jurisdiction. Any offer of shares under the ABB shall be made solely on the basis of an exemption from the obligation to publish a prospectus in accordance with Article 1 (4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and is exclusively intended for qualified investors within the meaning of Article 2 (e) of the Prospectus Regulation. Offers to purchase the securities by persons other than qualified investors within the meaning of Article 2 (e) of the Prospectus Regulation will be rejected without exception."