Saint-Herblain (France), September 13, 2024 –
Valneva SE (Nasdaq: VALN; Euronext Paris: VLA)
(“Valneva” or the “Company”), a
specialty vaccine company, today announces the successful pricing
of its Private Placement (as defined below) for a final amount of
€61,180,000.
Peter Bühler, Valneva’s Chief Financial
Officer, commented, “We would like to thank our existing
shareholders for their continued support, as well as the new
healthcare specialist investors joining us through this raise. In
addition to supporting our current commercial and R&D
activities, this additional capital will give us greater
flexibility to invest in our future growth, including in the
Shigella vaccine program for which we recently acquired an
exclusive worldwide license”.
Context of the Offering
The Issuer intends to use the net proceeds of
the Private Placement primarily to fund the continuing development
of the Company’s clinical programs which include notably the Phase
3 pediatric and Phase 4 programs for the chikungunya vaccine as
well as the anticipated Phase 2 programs for the Shigella and Zika
vaccine candidates. A portion of the net proceeds will also be used
for the further commercialization of the Company’s existing
chikungunya vaccine, IXCHIQ®, to fund the acceleration of the
Company’s pre-clinical research and development activities and for
general corporate purposes. Valneva believes this new funding will
provide greater flexibility to invest in its future growth,
including in its Shigella vaccine program for which it recently
obtained an exclusive worldwide license.
The Company believes it will have sufficient
resources to finance its operational business, excluding debt
repayment, until potential milestone and commercial revenues from
its program against the Lyme disease enable the Company to operate
in a sustained profitable way.
Conclusion of the Lyme disease VALOR Phase trial
3 is still expected by the end of 2025, with the aim for Pfizer to
submit a Biologic License Application (BLA) to the Food and Drug
Administration and a Marketing Authorization Application (MAA) to
the European Medicine Agency in 2026, subject to positive data.
At the end of June 2024, the Company’s debt
amounted to $200 million. Reimbursements of the first $100 million
tranche will start in January 2026 and mature in the first quarter
of 2027. Reimbursements of the second $100 million tranche will
start in the first quarter of 2027 and mature in the fourth quarter
of 2028.
Terms of the Private
Placement
A total of 23,000,000 new ordinary shares (the
“Offer Shares”), each with a nominal value of
€0.15, have been issued at a price of €2.66 each, without
shareholders’ preferential subscription rights, (i) to a limited
number of institutional investors within the United States, or that
are U.S. persons (as defined in Regulation S (“Regulation
S”) of the Securities Act of 1933, as amended (the
“Securities Act”)) who have represented that they
are qualified institutional buyers (as defined in Rule 144A under
the Securities Act) in an offering exempt from registration under
Section 4(a)(2) of the Securities Act, and (ii) outside of the
United States to non-U.S. persons in an offering exempt from
registration under Regulation S, in the European Union (including
France) to qualified investors within the meaning of Article 2(e)
of Regulation 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended (the
“Prospectus Regulation”) and
outside of the European Union (with the exception of the United
States, Australia and Japan), in each case for the benefit of
categories of investors defined by the 33rd resolution of the
Company’s combined ordinary and extraordinary general shareholders’
meeting of 26 June 2024 (“General
Meeting”) (the “Private
Placement”).
Dilution
The Offer Shares represent 16.5% of the
Company’s share capital on a non-diluted basis prior to the
completion of the Private Placement and 14.2% of the Company’s
share capital on a non-diluted basis following the Private
Placement. By way of illustration a shareholder holding 1% of the
share capital of the Company prior to the launch of the Private
Placement will now hold an interest of 0.86%.
Breakdown of the share capital before the
Private Placement
Shareholder |
Shares |
% Capital |
Voting Rights |
% of Voting Rights |
Groupe CDC |
13,539,703 |
9.72% |
22,159,181 |
14.21% |
Pfizer Inc. |
9,554,395 |
6.86% |
9,549,761 |
6.13% |
Groupe Grimaud La
Corbière |
6,744,702 |
4.84% |
12,949,533 |
8.31% |
Polar
Capital |
5,423,702 |
3.89% |
5,423,702 |
3.48% |
Free Float |
104,014,399 |
74.68% |
105,812,191 |
67.87% |
Total |
139,276,901 |
100.00% |
155,894,368 |
100.00% |
Breakdown of the share capital after the Private
Placement
Shareholder |
Shares |
% Capital |
Voting Rights |
% of Voting Rights |
Groupe CDC |
14,089,703 |
8.68% |
22,709,181 |
12.69% |
Pfizer Inc. |
9,554,395 |
5.89% |
9,549,761 |
5.34% |
Polar
Capital |
8,123,702 |
5.01% |
8,123,702 |
4.54% |
Groupe Grimaud La
Corbière |
6,744,702 |
4.16% |
12,949,533 |
7.24% |
Braidwell LP |
5,400,000 |
3.33% |
5,400,000 |
3.02% |
Free Float |
118,364,399 |
72.94% |
120,162,191 |
67.17% |
Total |
162,276,901 |
100.00% |
178,894,368 |
100.00% |
Admission to trading of the Offer
Shares
The settlement and delivery of the Offer Shares
to be issued in the Private Placement and their admission to
trading on the regulated market of Euronext Paris
(“Euronext Paris”) are expected on September 17,
2024. Other than being “restricted securities” in the United
States, the Offer Shares will be of the same category and fungible
with the existing ordinary shares, will be entitled to all rights
associated with the existing ordinary shares and will be admitted
to trading on Euronext Paris under the same ISIN as the existing
ordinary shares: ISIN FR0004056851.
Lock-Up Commitments
In connection with the Private Placement, the
Company, members of the management and of the Board of Directors
have signed a lock-up commitment pursuant to which they have each
agreed to a lock-up period of 90 days following the settlement and
delivery of the Private Placement, subject to certain customary
exceptions.
Financial Intermediaries
Jefferies GmbH and Bryan, Garnier & Co are
acting as Joint Global Coordinators and Joint Bookrunners in
connection with the Private Placement.
Risk Factors
Attention is drawn to the risk factors
associated with the Company and its activity presented in section
1.5 of the universal registration document registered with the
French Financial Market Authority (Autorité des Marchés Financiers)
(the “AMF”) on March 22, 2024 under number
D.24-0157 as updated in chapter I.5 of the Company’s interim
financial report for the first half of 2024 published and filed
with the AMF on August 13, 2024, which are available free of charge
on the Company’s website (https://valneva.com/investors). The
occurrence of all or part of these risks could have a negative
impact on the Company’s activity, financial situation, results,
development or outlook.
Additionally, investors are invited to consider
the following risks specific to this Private Placement: (i) the
market price of the Company’s shares may fluctuate and fall below
the subscription price of the Offer Shares, (ii) the volatility and
liquidity of the Company’s shares may fluctuate significantly,
(iii) sales of the Company’s shares may take place on the market
and have a negative impact on the market price of its shares,(iv)
the Company’s shareholders could suffer potentially significant
dilution resulting from any future capital increases required to
provide the Company with additional financing and (v) the Company
has broad discretion in the use of the net proceeds from the
Private Placement.
Prospectus
The Private Placement is not subject to a
prospectus requiring an approval from the AMF.
About Valneva
We are a specialty vaccine company that
develops, manufactures, and commercializes prophylactic vaccines
for infectious diseases addressing unmet medical needs. We take a
highly specialized and targeted approach, applying our deep
expertise across multiple vaccine modalities, focused on providing
either first-, best- or only-in-class vaccine solutions.
We have a strong track record, having advanced
multiple vaccines from early R&D to approvals, and currently
market three proprietary travel vaccines, including the world’s
first and only chikungunya vaccine, as well as certain third-party
vaccines.
Revenues from our growing commercial business
help fuel the continued advancement of our vaccine pipeline. This
includes the only Lyme disease vaccine candidate in advanced
clinical development, which is partnered with Pfizer, the world’s
most clinically advanced Shigella vaccine candidate, as well as
vaccine candidates against the Zika virus and other global public
health threats. More information is available
at www.valneva.com.
Valneva Investor and Media
Contacts Laetitia Bachelot-FontaineVP, Global
Communications and European Investor RelationsM +33 (0)6 4516
7099investors@valneva.com |
Joshua Drumm, Ph.D.VP, Global Investor Relations
M +001 917 815 4520joshua.drumm@valneva.com |
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Forward-Looking Statements
This press release contains certain
forward-looking statements concerning the Private Placement,
including the anticipated use of proceeds from the Private
Placement, the anticipated dates of the pricing and closing of the
Private Placement, the admission of the Offer Shares to trading on
Euronext Paris and potential dilution to existing investors. In
addition, even if the actual results or development of Valneva are
consistent with the forward-looking statements contained in this
press release, those results or developments of Valneva may not be
indicative of future results. In some cases, you can identify
forward-looking statements by words such as "could," "should,"
"may," "expects," "anticipates," "believes," "intends,"
"estimates," "aims," "targets," or similar words. Such
forward-looking statements are based on assumptions that the
Company considers to be reasonable as of the date of this press
release and are subject to a number of known and unknown risks and
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievement expressed or implied by
these forward-looking statements. In particular, the expectations
of the Company could be affected by, among other things,
uncertainties involved in the development and manufacture of
vaccines, unexpected clinical trial results, unexpected regulatory
actions or delays, competition in general, currency fluctuations,
the impact of the global and European credit crisis, and the
ability to obtain or maintain patent or other proprietary
intellectual property protection, as well as the risks set forth in
section 1.5 of the universal registration document registered with
the French Financial Market Authority (Autorité des Marchés
Financiers) (the “AMF”) under number D.24-0157 on
March 22, 2024 (copies of which are available on the Company’s
website) as updated in chapter I.5 of the Company’s interim
financial report for the first half of 2024 published and filed
with the AMF on August 13, 2024 and the Company’s filings with the
SEC 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. In light of these
risks and uncertainties, there can be no assurance that the
forward-looking statements made in this press release will in fact
be realized. These forward-looking statements are given only as of
the date of this press release and Valneva expressly declines any
obligation or commitment to publish updates or corrections of the
forward-looking statements included in this press release in order
to reflect any change affecting the forecasts or events, conditions
or circumstances on which these forward-looking statements are
based. Any information relating to past performance contained
herein is not a guarantee of future performance. Nothing herein
should be construed as an investment recommendation or as legal,
tax, investment or accounting advice.
Importance notice
This press release may not be published,
distributed or released in the United States, Australia, or Japan.
The release, publication or distribution of this press release in
certain jurisdictions may be restricted by laws or regulations.
Therefore, persons in such jurisdictions into which this press
release is released, published or distributed must inform
themselves about and comply with such laws or regulations. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
No communication and no information in respect
of the Private Placement may be distributed to the public in any
jurisdiction where a registration or approval is required. No steps
have been or will be taken in any jurisdiction where such steps
would be required. The issuance by the Company or the subscription
of the Offer Shares may be subject to legal and regulatory
restrictions in certain jurisdictions. The Company and its advisors
take no responsibility for any violation of any such restriction by
any person.
This press release is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017, as amended
(the “Prospectus Regulation”) and of Regulation
(EU) 2017/1129 as it forms part of the United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018
(“EUWA”) (the “UK Prospectus
Regulation”).
This press release is not an offer to the public
other than to qualified investors, or an offer to subscribe or
designed to solicit interest for purposes of an offer to the public
other than to qualified investors in any jurisdiction, including
France.
European Economic Area
With respect to the member States of the
European Economic Area (each, a “Member State”),
no action has been undertaken or will be undertaken to make an
offer to the public of the securities requiring publication of a
prospectus in any relevant Member State, including France and
Germany. As a result, the securities may only be offered in
relevant Member States (i) to qualified investors, as defined by
the Prospectus Regulation; or (ii) in any other circumstances, not
requiring the Company to publish a prospectus as provided under
Article 3(2) of the Prospectus Regulation. These selling
restrictions with respect to Member States apply in addition to any
other selling restrictions which may be applicable in any Member
State.
United Kingdom
With respect to the United Kingdom, no action
has been undertaken or will be undertaken to make an offer to the
public of the securities referred to herein requiring a publication
of a prospectus. As a result, the securities may and will be
offered only (i) to qualified investors within the meaning of the
UK Prospectus Regulation, (ii) to fewer than 150 individuals or
legal entities (other than qualified investors as defined in the UK
Prospectus Regulation, or (iii) in accordance with the exemptions
set forth in Article 1 (4) of the UK Prospectus Regulation or under
any other circumstances which do not require the publication by
Valneva SE of a prospectus pursuant to Article 3 of the UK
Prospectus Regulation.
The distribution of this press release has not
been made, and has not been approved, by an “authorised person”
within the meaning of Article 21(1) of the Financial Services and
Markets Act 2000. As a consequence, this press release is only
being distributed to, and is only directed at, persons in the
United Kingdom that (i) are “investment professionals” falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”), (ii)
are persons falling within Article 49(2)(a) to (d) (“high net worth
companies, unincorporated associations, etc.”) of the Order, or
(iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Article 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “Relevant Persons”).
Any investment or investment activity to which this document
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 document or any of its
contents.
United States
This press release does not constitute or form
part of any offer of securities for sale or any solicitation to
purchase or to subscribe for securities or any solicitation of sale
of securities in the United States. The securities referred to
herein have not been and will not be registered under the
Securities Act or the law of any State or other jurisdiction of the
United States, and may not be offered, sold, pledged or otherwise
transferred, directly or indirectly, in the United States absent
registration under the Securities Act or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. Valneva SE does not intend to
register all or any portion of the securities in the United States
under the Securities Act or to conduct a public offering of the
securities in the United States. The Offer Shares are being offered
and sold (i) within the United States and to “U.S. persons” (as
defined in Regulation S) only on a private placement basis to a
limited number of institutional investors that are ”qualified
institutional buyers” as defined in Rule 144A of the Securities Act
and (ii) outside the United States in accordance with Regulation
S.
Australia and Japan
This announcement may not be published,
forwarded or distributed, directly or indirectly, in Australia or
Japan.
The distribution of this press release in
certain countries may constitute a breach of applicable law.
- 2024 09 13 Viognier-Pricing Press Release-EN-Final
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