Valneva Announces the Success of its Private Placement Raising approximately EUR60 Million
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 EUR61,180,000.
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$(R)$ , 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 $(BLA.AU)$ 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 EUR0.15, have been issued at a price of EUR2.66 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 33(rd) 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
% of Voting
Shareholder Shares % Capital Voting Rights 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
% of Voting
Shareholder Shares % Capital Voting Rights 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 . 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-Fontaine VP, Global Joshua Drumm, Ph.D. Communications and European Investor VP, Global Investor Relations Relations M +33 (0)6 4516 7099 M +001 917 815 4520 investors@valneva.com joshua.drumm@valneva.com
Forward-Looking Statements
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