DGAP-News: MOLOGEN AG / Key word(s): Corporate Action/AGM/EGM
Press release N 30 / 2018 of 19 December 2018
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MOLOGEN AG plans to issue a further convertible bond in January 2019 and to convene an extraordinary General Meeting to be held on 26 February 2019 including a resolution on a capital increase
- Placement of "2019/2027 convertible bond" with a nominal value of EUR3.2m, a term of 8 years and a fixed interest rate of 6.0%
- Use of issue proceeds in further funding of Phase III IMPALA Study
- Extraordinary General Meeting scheduled for 26 February 2019 - Executive Board and Supervisory Board consider allegations made in proposed resolutions to be factually inaccurate
- Proposal to implement a capital increase with subscription rights for shareholders
- Creditors' meeting on 2017/2025 convertible bond issue scheduled for 28 February 2019
Berlin, 19 December 2018 - The biopharmaceutical company MOLOGEN AG (ISIN DE000A2LQ900, SIN A2L Q90) plans to carry out a further capital measure in order to finance the Company, in particular the ongoing studies of its lead compound lefitolimod. With the approval of the Supervisory Board and based on the authorisation given at the Annual General Meeting of 8 June 2018, the Executive Board of MOLOGEN AG adopted a resolution to place a new convertible bond in a total nominal amount of up to EUR3.2m with an annual fixed interest rate of 6.0% and a term of 8 years until 20 January 2027. The bonds are to be offered to the existing shareholders in the course of a public subscription offering without a prospectus being provided. The two-week subscription period is expected to last from 2 January up to (and including) 16 January 2019. The "2019/2027 convertible bond" will be taken up by an issuing bank with the obligation to offer it to shareholders of the Company for subscription in a 28.88:1 ratio (each 28.88 shares entitle to subscribe to one partial bond) at an issuing price amounting to EUR10.00 per partial bond allotted. The creditors of the convertible bond are entitled to convert the convertible bond into a total of up to 1,301,175 shares of the Company at an initial conversion price amounting to EUR2.467. The shareholders will be informed accordingly by their custodian banks. Further details are available in the subscription offering expected to be published in the German Federal Gazette (Bundesanzeiger) on 21 December 2018 and additionally on the Company's website at www.mologen.com.
MOLOGEN intends to use the issue proceeds derived from the convertible bond chiefly for the financing of the ongoing clinical Phase III pivotal study IMPALA in the indication of metastatic colorectal cancer. In case of the full placement of the convertible bond the Company is expected to be fully financed until late summer of 2019.
Convening of an extraordinary General Meeting
The Company will convene an extraordinary General Meeting to be held on 26 February 2019.
The Executive Board of MOLOGEN AG had received a request from the three minority shareholders Deutsche Balaton Aktiengesellschaft, ABC Beteiligungen AG and DELPHI Unternehmensberatung Aktiengesellschaft, which together hold at least 5 per cent of the Company's share capital, to convene an extraordinary General Meeting. The petitioners call for a total of six items to be placed on the agenda, in particular the dismissal of the Supervisory Board Chairman, the withdrawal of confidence from the Chief Financial Officer, the initiation of a special audit in connection with various capital measures, and a capital increase.
The Executive Board and Supervisory Board of MOLOGEN AG consider the reasons provided by the applicants for their proposed resolution proposals to be factually inaccurate and do not support the content of the proposed resolutions.
According to the Company, there are no indications of any conduct in breaches of duty by a board member or a number of board members. Instead, both the Executive Board as well as the Supervisory Board delivered proof of their strong commitment to the interests of MOLOGEN, in particular with regard to the ongoing financing of the Company.
Lastly, the Executive Board and the Supervisory Board do not support the proposed capital increase in the form proposed by the applicants. As an alternative, the Executive Board and the Supervisory Board propose to the shareholders a cash capital increase of up to EUR4,635,816.00 to up to EUR13,907,448.00 (corresponding to an increase of up to 50%) at a subscription price yet to be determined with indirect subscription rights of the shareholders for the subscription ratio 2:1 (two old shares entitle to subscribe for one new share). The subscription price shall be determined within a range consisting of (i) the weighted average price of the Company's shares in the XETRA electronic trading system of the Frankfurt Stock Exchange during the ten stock exchange trading days immediately prior to the determination of the subscription price and (ii) the last available stock price in the XETRA trading system prior to the date of the determination of the subscription price, in each case less a discount of up to 30%.
The invitation to the extraordinary General Meeting of MOLOGEN AG, including the proposed resolutions and the statement by the Company on the individual agenda items, is expected to be published in the German Federal Gazette (Bundesanzeiger) as well as on the Company's website at www.mologen.com by 21 December 2018.
Creditors' meeting for voting on a settlement with the principal creditor of the 2017/2025 convertible bond
In addition to the planned 2019/2027 convertible bond, two additional convertible bonds (2016/2024 convertible bond and 2017/2025 convertible bond) are currently outstanding. At the end of October 2018, MOLOGEN AG had successfully concluded negotiations with the principal bond creditor, which holds over 75 per cent of the bonds outstanding of the 2017/2025 convertible bond. The principal bond creditor had previously announced to consider a premature termination of the two 2016/2024 and 2017/2025 convertible bonds. In accordance with the settlement reached, the principal bond creditor waived the exercise of its at that time existing right to extraordinary notice of termination due to the capital reduction carried out by MOLOGEN in the summer of 2018. The immediate maturity of the convertible bonds and the associated immediate repayment obligation of around EUR6.4m were thus successfully averted.
The result of the negotiations will be submitted to a vote on 28 February 2019 by all bond creditors within the scope of a meeting of creditors of the 2017/2025 convertible bond. The invitation to the Creditors' Meeting, including the agenda points and proposed resolutions, is expected to be published on 21 December 2018 in the German Federal Gazette on 21 December 2018 and as well as on the Company's website at www.mologen.com.
The immunotherapeutic agent lefitolimod is the Company's lead compound and is currently being investigated in a pivotal trial. It is regarded as the best-in-class TLR9 agonist. Treatment with lefitolimod triggers a broad and strong activation of the immune system. On account of this mode of action, lefitolimod could potentially be used in various indications. Lefitolimod is currently being developed within the framework of a pivotal study for first line maintenance therapy for colorectal cancer. Key data of the phase II IMPULSE study in extensive-stage small cell lung cancer (ES-SCLC) and the data from the extension phase of the TEACH study in HIV have been published. In addition, lefitolimod is currently being investigated in a phase I combination study with the checkpoint inhibitor ipilimumab (Yervoy(R)) in various cancer indications. Along with various checkpoint inhibitors, lefitolimod, which is being investigated as part of a phase III clinical trial currently, is one of the few near-to-market product candidates in the field of immuno-oncology.
MOLOGEN AG is a publicly listed Company, headquartered in Berlin. The shares (ISIN, DE000A2LQ900/SIN: A2L Q90) are listed in the Prime Standard of the German Stock Exchange.
19.12.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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