Valneva SE, a specialty vaccine company focused on the development and commercialization of prophylactic vaccines for infectious diseases with significant unmet medical need, announced today the pricing of its initial public offering on the Nasdaq Global Select Market by way of a capital increase of 7,082,762 new ordinary shares, consisting of a public offering of 2,318,881 American Depositary Shares (“ADSs”), each representing two ordinary shares (the “U.S. Offering”), and a concurrent private placement of 2,445,000 ordinary shares in Europe (including in France) and other countries outside of the United States (the “European Private Placement”, and, together with the U.S. Offering, the “Global Offering”). The aggregate gross proceeds are expected to be approximately $93.5 million, equivalent to approximately €77.9 million, before deducting underwriting commissions and estimated expenses payable by the Company.
Goldman Sachs, Jefferies, Guggenheim Securities and Bryan, Garnier & Co. are acting as joint bookrunners for the Global Offering (together, the “Underwriters”). Namsen Capital is acting as Valneva’s capital markets advisor.
Pricing of the Global Offering and Discount
The initial offering price was set at €11 per ordinary share and at $26.41 per ADS.
The initial offering price per ADS corresponds to the offering price of €11 per ordinary share based on the May 5, 2021 exchange rate of €1.00 = $1.2005 and the two to one ratio of ordinary shares to ADS.
The offering price per ordinary share in euros (€11) represents a discount of 4.7% from the reference price determined by the Company pursuant to the 6th resolution of the Company’s extraordinary general shareholders’ meeting held on December 22, 2020.
Type of Global Offering – Capital increase without shareholders’ preferential subscription rights reserved to a category of purchasers
The ADSs and the 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 shareholders’ 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 (i) 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; (ii) 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 (iii) 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 (i) and/or (ii) 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.
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 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.