Heidelberg Pharma AG Launches Rights Issue of up to EUR 80 Million

DGAP-News: Heidelberg Pharma AG / Key word(s): Corporate Action
Heidelberg Pharma AG Launches Rights Issue of up to EUR 80 Million
12.08.2022 / 12:23 CET/CEST
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PRESS RELEASE

Heidelberg Pharma AG Launches Rights Issue of up to EUR 80 Million

Ladenburg, Germany, 12 August 2022 – The Management Board of Heidelberg Pharma AG (FSE: HPHA) today formally adopted a resolution, with the approval of the Supervisory Board, to conduct a rights issue in the amount of up to EUR 80 million. The securities prospectus has been approved by the German Federal Financial Supervisory Authority (BaFin). Heidelberg Pharma will implement the capital measure based on the prospectus and using Authorized Capital 2020/I as of 16 August 2022.

The background of the capital measure is the strategic partnership with Huadong Medicine Co., Ltd., Hangzhou, China, (Huadong), that Heidelberg Pharma entered into on 27 February 2022, and that consists of an exclusive licensing agreement and an investment agreement regarding an equity investment by Huadong in Heidelberg Pharma. Pursuant to the investment agreement, Huadong, through a wholly owned subsidiary, will participate significantly in the rights issue of up to EUR 80 million to acquire approximately 26% of the new share capital of Heidelberg Pharma in a first step. In addition, Huadong will purchase a certain number of existing shares from dievini such that Huadong will hold a total of 35% of the share capital upon completion of the transaction. In the meantime, Huadong’s application for exemption from the obligation to make a mandatory offer pursuant to Sections 35 et seq. WpÜG has been approved by the BaFin.

Terms of the rights issue

• Heidelberg Pharma AG is planning a rights issue in cash of up to EUR 80 million based on a prospectus, issuing up to 12,408,648 shares at EUR 6.44 per share, the price agreed on in the investment agreement and the last funding round in April 2021, using authorized capital. The rights offering will be published on 15 August 2022 in the German Federal Gazette.
• The subscription period is scheduled to start on 16 August 2022 at 0:00 hours (CEST) and end on 29 August 2022 at 24:00 hours (CEST). The subscription ratio will be 11:4, with eleven old shares entitled to subscribe for four new shares whereby - in order to enable this subscription ratio - one shareholder will waive a respective number of subscription rights (52,027 shares based on the current share capital of EUR 34,175,809.00). The new shares will be entitled to profits from 1 December 2021.
• Huadong plans to participate in the rights issue, acquiring up to approximately 26% of the outstanding shares after completion of the rights issue. In order to achieve this percentage, the main shareholder dievini Hopp BioTech holding GmbH & Co. KG, Walldorf, Germany, (dievini) and related entities have agreed to transfer their subscription rights to Huadong.
• The new shares will be offered for subscription to all shareholders. Any unsubscribed new shares will be assumed by Huadong.
• According to current planning, the current share capital of EUR 34,175,809.00 will increase to up to EUR 46,584,457.00 after the closing of the capital measure.

Use of proceeds

Heidelberg Pharma AG intends to use the proceeds from the funding mainly to conduct the ongoing Phase I trial with HDP-101, as well as to advance the further development of follow-on projects, HDP-102 and HDP-103, and the proprietary ATAC^® technology.

Subscription offer and securities prospectus

Further details on the capital increase will be announced in the respective subscription offer, which will be published in the German Federal Gazette (www.bundesanzeiger.de) on 15 August 2022 and on the website of Heidelberg Pharma AG (www.heidelberg-pharma.com). The public offering of the new shares and admission of the new shares into trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange are based on a prospectus approved by the BaFin. The new shares are expected to be included in the existing listing of the Company’s shares on the Frankfurt Stock Exchange on 5 September 2022.

Baader Bank AG, Unterschleissheim, Germany, is acting as global coordinator and sole bookrunner for the capital increase.

About Heidelberg Pharma

Heidelberg Pharma is an oncology specialist and the first company to develop the toxin Amanitin into cancer therapies using its proprietary ATAC^® technology and to advance the biological mode of action of the toxin as a novel therapeutic principle. The proprietary technology platform is being applied to develop the Company’s own therapeutic ATACs^® as well as in third-party collaborations. The lead candidate HDP-101 is a BCMA ATAC in clinical development for multiple myeloma. HDP-102, a CD37 ATAC for Non-Hodgkin lymphoma and HDP-103, a PSMA ATAC for metastatic castration-resistant prostate cancer, are in preclinical testing.

Heidelberg Pharma AG is based in Ladenburg, Germany, and is listed on the Frankfurt Stock Exchange: ISIN DE000A11QVV0 / WKN A11QVV / Symbol HPHA. More information is available at http://www.heidelberg-pharma.com/.

ATAC^® is a registered EU trademark of Heidelberg Pharma Research GmbH.

This communication contains certain forward-looking statements relating to the Company's business, which can be identified by the use of forward-looking terminology such as "estimates", "believes", "expects", "may", "will" "should" "future", "potential" or similar expressions or by a general discussion of the Company's strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results of operations, financial condition, performance, or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors and partners are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such forward-looking statements to reflect future events or developments.

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