Valneva SE, a specialty vaccine company focused on the development and commercialization of prophylactic vaccines for infectious diseases with significant unmet medical need, today announced its intention to issue and sell, subject to market and other conditions, 7,082,762 of its ordinary shares in a global offering to specified categories of investors comprised of an initial public offering of American Depositary Shares (“ADSs”), each representing two ordinary shares, in the United States (the “U.S. Offering”) and a concurrent private placement of ordinary shares in certain jurisdictions outside of the United States (the “European Private Placement” and, together with the U.S. Offering, the “Global Offering”).
The Company intends to grant the underwriters for the Global Offering (the “Underwriters”) a 30-day option to purchase additional ADSs (each representing two ordinary shares) in an aggregate amount of up to 15% of the total number of ordinary shares (including in the form of ADSs) proposed to be sold in the Global Offering.
All securities to be sold in the Global Offering will be offered by the Company. The Company’s ordinary shares are listed on the regulated market of Euronext in Paris (“Euronext”) under the symbol “VLA.” The Company has applied to list its ADSs on the Nasdaq Global Market under the ticker symbol “VALN.”
The offering price per ADS in U.S. dollars and the corresponding offering price per ordinary share in euros, as well as the final number of ADSs and ordinary shares sold in the Global Offering, will be determined following a book building process commencing immediately. The price per ordinary share (and corresponding offering price per ADS) will be at least equal to the weighted average price of the Company’s ordinary shares on Euronext over a period, chosen by the Management Board, of between three and five consecutive trading days preceding the determination of the offering price, reduced by a maximum discount of 15%, if applicable.
The ADSs and/or ordinary shares will be issued through a capital increase without shareholders’ preferential subscription rights and for the benefit of a specified category of persons within the meaning of Article L.225-138 of the French Commercial Code (Code de commerce) and pursuant to the 6th resolution of the Company’s extraordinary general meeting held on December 22, 2020. Under the authority granted by the shareholders in the 6th resolution, the ordinary shares and ADSs may only be purchased initially by natural persons and legal entities, including companies, trusts or investment funds, organized under French or foreign law, that routinely invest in the pharmaceutical, biotechnological or medical technology sector; companies, institutions or entities of any type, French or foreign, that do a significant part of their business in the pharmaceutical, cosmetic, chemical or medical devices and/or technologies or research in these sectors; and/or French or foreign investment services companies, or any foreign establishment with an equivalent status, that could guarantee to carry out an issue to be placed with the persons described in and/or above, in this context, to subscribe for securities that are issued. In order to purchase ordinary shares and/or ADSs in the Global Offering, potential investors will be required to execute and provide to the Underwriters an investor letter representing that they satisfy the foregoing investor criteria.
The European Private Placement will be open only to qualified investors as such term is defined in article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
The closings of the U.S. offering and the European private placement will occur simultaneously, will be conditioned on each other and are expected to occur on the third trading day after the final pricing and allocation of the Global Offering. The underwriting agreement to be entered into among the Company and the Underwriters will not constitute a performance guarantee (garantie de bonne fin) within the meaning of the Article L225-145 of the French Commercial Code.
The Company expects to use the net proceeds from the Global Offering, together with its existing cash and cash equivalents, as follows (assuming an exchange rate of €1.00 = $1.2088, the exchange rate on April 27, 2021, as reported by the European Central Bank):
- Approximately $100 million to fund further