BioVersys AG
/ Key word(s): IPO
__________ THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS COMMUNICATION IS PROHIBITED BY THE LEGENDS CONTAINED HEREIN. Basel, Switzerland. February 06, 2025
BioVersys AG (the "Company"), a multi-asset, clinical stage biopharmaceutical company focusing on research and development of novel antibacterial products for serious life-threatening infections caused by multidrug-resistant (MDR) bacteria, announced today the successful completion of its Initial Public Offering (the "IPO" or the "Offering") at the already announced CHF 36.00 per share. The shares will be listed and start trading under the ticker symbol "BIOV" on the SIX Swiss Exchange tomorrow, February 07, 2025.
BioVersys CEO Dr. Marc Gitzinger: "Today is a major milestone for BioVersys as we take the next step in our growth strategy. We are truly encouraged by the positive demand and strong investor interest we have received over the past weeks. This support enables us to move full speed ahead with BV100 into the Phase 3 program, advance alpibectir into additional Phase 2 trials in collaboration with GSK and further progress our early-stage pipeline. I want to extend my sincere gratitude to everyone who has contributed to this achievement - our dedicated employees, partners, shareholders, and all stakeholders who share our vision. Together, we remain fully committed to bringing urgently needed antibiotics to severely ill patients worldwide." The all-primary Offering consisted of 2,083,333 newly issued shares, in addition to an over-allotment option 138,888 shares. The price for the offered shares was CHF 36.00 per share, implying an offer size and gross proceeds of approximately CHF 80 million, assuming the full exercise of the over-allotment option. BioVersys has granted the Joint Global Coordinators an over-allotment option which is exercisable in whole or in part within 30 calendar days after the first day of trading, to purchase up to 138,888 over-allotment shares at the Offer Price.
The implied market capitalization of BioVersys amounts to CHF 212.9 million.
BioVersys intends to allocate a majority of the IPO proceeds to the development of its lead asset, BV100. Further, proceeds from the Offering will be used, in cooperation with GSK and with additional support from non-dilutive grant funding, to progress the clinical development of the Company's second lead asset, alpibectir, towards regulatory approval. The remaining proceeds are expected to be allocated to the Company's preclinical pipeline, complementing existing non-dilutive funding to progress BioVersys' fast follower assets towards clinical development. Based on the current financial forecast, the Company expects to be funded into 2028.
BioVersys Chairman Dr. Seng Chin Mah: "The successful transition to a SIX Swiss Exchange listed company will allow BioVersys to engage directly with the public in the further development of our lifesaving medicines and rich pipeline. The recent Covid-19 pandemic has shown us the devastating effects of a world without a singular vaccine. With the lack of working antibiotics due to widespread antimicrobial resistance, the grave prospect of a potential bacterial pandemic increases. Our mission to bring novel antibiotics has never been more urgent. We could not have arrived at this day without the steadfast commitment of our shareholders and partners."
The Offering was conducted as a public offering in Switzerland and by way of private placements to institutional investors in a number of jurisdictions, including in the United States, to certain qualified institutional buyers ("QIBs") and as direct placements to certain institutional "accredited investors" in each case as defined in the applicable securities laws and regulations. Existing shareholders, Glaxo Group Limited ("GSK") invested CHF 3.5 million in the Offering, and AMR Action Fund, L.P. and AMR Action Fund, SCSp (together, and each individually, the "AMR Action Fund") entered into separate agreements with the Company to purchase shares in an aggregate investment amount equaling gross proceeds of approximately CHF 22 million.
The directors of the Company and its executive management committed to a customary lock-up period of 360 days and all existing shareholders committed to a lock-up period of 180 days.
Citi, UBS and Stifel were acting as joint global coordinators, with Octavian and Mirabaud as selling agents.
For additional information on the IPO, for those legally permitted, please visitwww.bioversys.com/investors/IPO.
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About Antimicrobial Resistance (AMR) About BioVersys BioVersys contact Disclaimer This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement. A decision to invest in securities of BioVersys AG should be based exclusively on the issue and listing prospectus published by BioVersys AG (the Company) for such purpose. Copies of such issue and listing prospectus (and any supplements thereto) are available free of charge from UBS AG (email: swiss-prospectus@ubs.com). This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the laws of any state and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. In the United Kingdom this document is only directed at persons who are (A) qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and who are also (B)(i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FSMA Order); (ii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order or (iii) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as relevant persons). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities 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. In any member state of the European Economic Area (each a Relevant State) this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation. Information to UK Distributors: Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in delict, tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements), may otherwise have with respect thereto, the Shares have been subject to a product approval process by each Manager established in the UK, which has determined that the Share are: (i) compatible with an end target market of retail investors, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), investors who meet the criteria of professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and eligible counterparties, as defined in the COBS; and (b) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, "distributors" should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Managers established in the UK will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels. Information to EEA Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process by each Manager established in the EEA, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers established in the EEA will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels. Certain statements in this announcement are forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time, BioVersys' beliefs, intentions and current targets/aims concerning, among other things, BioVersys' results of operations, financial condition, industry, liquidity, prospects, growth and strategies and are subject to change. The estimated financial information is based on management's current expectations and is subject to change. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions, intense competition in the markets in which BioVersys operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the BioVersys' markets, and other factors beyond the control of BioVersys). Neither BioVersys nor its shareholders, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. Some of the information presented herein is based on statements by third parties, and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, reasonableness, accuracy, completeness or correctness of this information or any other information or opinions contained herein, for any purpose whatsoever. Except as required by applicable law, BioVersys AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof. None of the underwriters, the selling agents or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the underwriters, the selling agents and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement. End of Media Release |
2082009 06.02.2025 CET/CEST
