Marinomed Biotech AG has decided to resume 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. 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.
The Price Range for the offered shares of EUR 75 to 90 per share remains unchanged. The final Offer Price is expected to be determined and announced on 29 January 2019. The expected settlement date and first trading day is 1 February 2019. 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 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). In addition, the Offering may be increased by up to a further 15% (up to 45,000 new bearer shares) 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 is thus supposed to be between EUR 22.4m (at the lower end of the price range, without exercise of the upsize option and including the exercise of the greenshoe option) and EUR 31.1m (at the upper end of the price range, including exercise of the upsize option 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 1 February 2019 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 14 February 2019). 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 January 2019.
Marinomed Biotech AG reserves the right to premature termination, interruption 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 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).