Marinomed Biotech AG has determined the timing and terms of its initial public offering and listing on the Vienna Stock Exchange (the “Offering”) today. The Offering will begin on Monday 19 November 2018 and is expected to end on Thursday 29 November 2018, subject to the approval of the prospectus by the Austrian Financial Market Authority (FMA) and the publication of the prospectus, which are expected for today. The Offering comprises 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 of America to qualified institutional buyers in reliance on Rule 144A under the US Securities Act of 1933, as amended, and a private placement outside of the United States of America to certain other eligible institutional investors in reliance on Regulation S under the US Securities Act of 1933, as amended. Any purchase orders received prior to the commencement of a public offering will be rejected.
The Price Range for shares to be offered has been set at 75 to 90 Euro per share. The final Offer Price is expected to be determined and announced on 29 November 2018. The expected settlement date and first trading day is 4 December 2018. From this date the Marinomed shares are intended to be traded under the symbol "MARI" on the official market (prime market segment) of the Vienna Stock Exchange.
The Offering comprises up to 400,000 new bearer shares (base size), which may be increased by up to 20% (the upsize option). In addition, the Offering may be increased by up to a further 15% on top of the base size and the upsize option, if any, through exercise of an over-allotment option (greenshoe option). The gross proceeds of the Offering based on the Price Range will thus be between EUR 30 and 36 million (without exercise of the upsize and greenshoe option).
The proceeds from the Offering shall be used primarily to fund the Pivotal Phase III study of Budesolv, Phase II and Phase III studies of Tacrosolv as well as the extension of the Carragelose OTC platform.
The transaction meets the requirements of a qualified public offer in accordance with the terms and conditions of the convertible bonds issued in 2017 that are traded on the Third Market of the Vienna Stock Exchange. Following successful completion of the Offering, convertible bondholders are expected to be entitled from 4 December 2018 to convert their bonds into new shares of Marinomed Biotech AG in accordance with the terms and conditions of the convertible bond (start of conversion period, which, according to the terms and conditions of the convertible bonds, lasts two weeks, hence until and including 18 December 2018). The Conversion Price I (as defined in the terms and conditions of the convertible bonds) to be adjusted on the basis of the final Offer Price is expected to be determined and announced on 29 November 2018.
Marinomed Biotech AG reserves the right to premature termination or suspension of the Offering, extension or shortening of the Offer Period.
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 announcement does not constitute an offer to purchase securities or solicitation of an offer to purchase securities in the United States of America, Germany, Austria or other jurisdictions. The shares (the "Shares") of Marinomed Biotech AG (the "Company") may only be sold or offered for sale after prior registration in the United States of America upon or without prior registration by virtue of an exemption from the registration requirement under the provisions of the US Securities Act of 1933, as amended. The Company does not intend to fully or partially register any offer of Shares in the United States or to make any public offering of Shares in the United States.
A public offering of securities of the Company in Austria has not yet started and shall be made solely by, and on the basis of, a prospectus for securities to be prepared and published in accordance with the provisions of the Capital Markets Act (Kapitalmarktgesetz) (including any supplements thereto). 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 commencement of a public offering will be rejected. In connection with the proposed public offering of securities of the Company in Austria, a prospectus prepared in accordance with the provisions of the Capital Markets Act (Kapitalmarktgesetz) will be published immediately upon approval by the Financial Market Authority (Finanzmarktaufsicht) and be 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).