Saint-Herblain
(France), November 1,
2021 – Valneva SE, a specialty vaccine company, announced
today that the underwriters of its global offering of an aggregate
of 4,500,000 new ordinary shares, consisting of a private placement
of 4,466,880 ordinary shares in Europe (including in
France) and other countries outside of the United States (the
“European Private Placement”) and a concurrent
public offering of 16,560 American Depositary Shares
(“ADSs”), each representing two ordinary
shares (the “U.S. Offering”, and, together
with the European Private Placement, the “Global
Offering”), have exercised in full their option to
purchase up to 675,000 additional new ordinary shares in the form
of 337,500 ADSs. The additional ADSs will be delivered concurrently
with the closing of the Global Offering on or about November 2,
2021.
As a result, the total number of Valneva's
ordinary shares (including in the form of ADSs) issued in the
Global Offering amounts to 5,175,000 ordinary shares, including
708,120 ordinary shares represented by 354,060 ADSs, each
representing two ordinary shares, bringing the gross proceeds of
the Global Offering to approximately $102.0 million (€88.0
million).
Goldman Sachs, acting as the stabilizing agent
on its own behalf and on behalf of the other underwriters, reported
that no stabilization activities had been carried out and the
stabilization period is now closed.
The Company has filed a registration statement,
including a prospectus, relating to these securities with the U.S.
Securities and Exchange Commission (“SEC”), which
was declared effective by the SEC on October 28, 2021. The offering
was made by means of a prospectus and copies of the prospectus
relating to and describing the terms of the Global Offering may be
obtained from Goldman Sachs & Co. LLC, Attention: Prospectus
Department, 200 West Street, New York, New York 10282, telephone:
866-471-2526, facsimile: 212-902-9316, e-mail:
prospectus-ny@ny.email.gs.com or Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New
York, NY 10022, or by telephone at +1 877 821 7388 or by email
at Prospectus_Department@Jefferies.com.
No prospectus subject to approval by the French
Autorité des Marchés Financiers (“AMF”) has been
filed in France in connection with the Global Offering.
Application will be made to list the new
ordinary shares to be issued pursuant to the Global Offering on
Euronext Paris.
About Valneva SE
Valneva is a specialty vaccine company focused
on the development and commercialization of prophylactic vaccines
for infectious diseases with significant unmet medical need. The
Company takes a highly specialized and targeted approach to vaccine
development and then applies its deep understanding of vaccine
science to develop prophylactic vaccines addressing these diseases.
Valneva has leveraged its expertise and capabilities both to
successfully commercialize two vaccines and to rapidly advance a
broad range of vaccine candidates into and through the clinic,
including candidates against Lyme disease, the chikungunya virus
and COVID-19.
For additional information, please
contact:
Media
& Investors ContactsLaëtitia Bachelot-FontaineVP
Global Communications & European Investor RelationsM +33 (0)6
4516 7099
laetitia.bachelot-fontaine@valneva.com |
Joshua
DrummVP Global Investor RelationsM +001 917 815
4520joshua.drumm@valneva.com |
DISCLAIMER
This press release contains certain
forward-looking statements concerning the Global Offering as well
as the Company and its business, including its prospects, products
and product candidate development. Such forward-looking statements
are based on assumptions that the Company considers to be
reasonable. However, there can be no assurance that the estimates
contained in such forward-looking statements will be verified,
which estimates are subject to numerous risks including the risks
set forth in section 1.5 of the universal registration document of
the Company registered with the AMF under number D.21-0286 on April
9, 2021, completed by the amendment to the universal registration
of the Company registered with the AMF under number D.21-0286-A01
on October 26, 2021 (copies of which are available on the Company’s
website), and to the development of economic conditions, financial
markets and the markets in which the Company operates. The
forward-looking statements contained in this press release are also
subject to risks not yet known to the Company or not currently
considered material by the Company. The occurrence of all or part
of such risks could cause actual results, financial conditions,
performance or achievements of the Company to be materially
different from such forward-looking statements.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities in any
jurisdiction, and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of that jurisdiction. The registration statement
can be accessed by the public on the website of the SEC.
This announcement is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017, as amended
(the “Prospectus Regulation”).
In France, the European Private Placement
described above will take place solely as a placement to the
benefit of categories of persons, in accordance with Article L.
225-138 of the “Code de commerce” and applicable regulations. The
European Private Placement is reserved, in Europe (including in
France), to "qualified investors", as that term is defined in
Article 2(e) of the Prospectus Regulation.
In relation to each member state of the European
Economic Area other than France (each, a “Relevant Member
State”), an offer of the securities referred to herein is
not being made and will not be made to the public in that Relevant
Member State, other than: (i) to any legal entity which is a
qualified investor as defined in the Prospectus Regulation; (ii) to
fewer than 150 natural or legal persons per relevant member state;
or (iii) in any other circumstances falling within Article 1(4) of
the Prospectus Regulation; provided that no such offer of the
securities referred to herein shall require the Company to publish
a prospectus pursuant to Article 3 of the Prospectus Regulation.
For the purposes of the above, the expression an “offer to the
public” in any Relevant Member State shall have the meaning
ascribed to it in article 2(d) of the Prospectus Regulation.
This communication is being distributed only to,
and is directed only at (a) persons outside the United Kingdom, (b)
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), and (c) high net worth entities, and
other persons to whom it may otherwise lawfully be communicated,
falling within Article 49(2) of the Order (all such persons
together being referred to as "relevant persons").
Any investment or investment activity to which this communication
relates is available only to relevant persons and will be engaged
in only with relevant persons. Any person who is not a relevant
person should not act or rely on this communication or any of its
contents.
Solely for the purposes of each manufacturer’s
product approval process, the target market assessment in respect
of ordinary shares has led to the conclusion that: (i) the target
market for the ordinary shares is eligible counterparties,
professional clients and retail clients, each as defined in
Directive 2014/65/EU, as amended (“MiFID II”); and (ii) all
channels for distribution of the ordinary shares to eligible
counterparties, professional clients and retail clients are
appropriate. Any person subsequently offering, selling or
recommending the ordinary shares (a “distributor”) should take into
consideration the manufacturers’ target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the ordinary shares
(by either adopting or refining the manufacturers’ target market
assessment) and determining appropriate distribution channels. For
the avoidance of doubt, even if the target market includes retail
clients, the Underwriters have decided that they will only procure
investors for the ordinary shares who meet the criteria of eligible
counterparties and professional clients.
This press release has been prepared in both
French and English. In the event of any differences between the two
texts, the French language version shall supersede.
- 2021_11_01_VLA_Greenshoe_PR_EN_Final
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