Salute e Benessere
Zealand Pharma launches equity offering of new shares raising gross proceeds of approximately USD 900 million / DKK 6.257 billion
Company announcement – No. 33 / 2024
– Zealand Pharma A/S (" " or the “ ”) (Nasdaq: ZEAL), (CVR-no. 20 04 50 78), a biotechnology company focused on the discovery, design and development of innovative peptide-based medicines for obesity, other metabolic, and certain rare diseases, announces the launch of an offering of new shares at market price (the " "). The Offering will be completed through an accelerated bookbuilding process and is expected to raise gross proceeds of approx. USD 900 million / DKK 6.257 billion through the issuance of new shares (the " ") in a private placement directed at institutional and professional investors in Denmark and certain other jurisdictions.
The net proceeds from the Offering are intended to:
Zealand expects the new proceeds to provide funding to advance the clinical pipeline and reach several potential key milestones. The Company is prioritizing resources on R&D and expects to engage in strategic partnerships for commercialization and co-development.
The Offering has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “ ”), and will be made pursuant to applicable exemptions from the obligation to publish a Danish offering prospectus in Denmark as well as exemptions from the U.S. Securities Act and the securities laws of other applicable jurisdictions. The Offering will be made at market price and without pre-emption rights for Zealand's existing shareholders. The Offering is not underwritten.
The subscription price and the final number of New Shares in the Offering will be determined through an accelerated bookbuilding process (the " ") as part of the Offering. The Bookbuilding for the Offering will open with immediate effect and can close at any time. The offer price and allocation will be determined after the close of the Bookbuilding process at Zealand's discretion. The result of the Offering, the offer price and the total number of New Shares are expected to be announced as soon as practicable thereafter in a Company announcement. If the Offering is oversubscribed, an individual allocation of the New Shares will be made.
The New Shares, if issued, will be issued in the systems of VP Securities A/S (" ") and delivered to the investors in the temporary ISIN code DK0063068457. No application for admission to trading and official listing has been, or will be, filed for the New Shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with Euronext Securities for subscription for the New Shares. The temporary ISIN code in Euronext Securities will be merged with the permanent ISIN code for the existing shares, DK0060257814, as soon as possible following registration of the share capital increase with the Danish Business Authority. New Shares are, if issued, expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S, in the ISIN code for the existing shares, DK0060257814, following issuance, expectedly on 28 June 2024.
In connection with the Offering, Zealand has agreed to undertake a lock-up commitment for 180 calendar days following the date hereof, subject to certain customary exceptions and exemptions in relation to the issuance of warrants to financing providers. In addition, the members of Zealand's executive management and board of directors have agreed to undertake a lock-up commitment for 90 calendar days following the date hereof, subject to certain customary exemptions and a carveout for the sale of shares to cover tax.
Goldman Sachs International, Jefferies GmbH, Morgan Stanley and Nordea Danmark, Filial af Nordea Bank Abp, Finland, are acting as joint global coordinators and joint bookrunners in the Offering, and Van Lanschot Kempen N.V. is acting as lead manager in the Offering (the joint global coordinators and the lead manager are jointly referred to as the " ").
Plesner and DLA Piper LLP (US) are acting as Danish and U.S. legal advisors respectively to Zealand for the Offering. Kromann Reumert is acting as legal advisor to the Managers.
The board of directors of Zealand is, if the Offering is completed, expected to exercise its authorization in article 7.1 of Zealand's articles of association granted by Zealand's general meeting at the annual general meeting 20 March 2024, to issue the New Shares and increase Zealand's share capital accordingly.
Bookbuilding will commence immediately and can close at any time.
Completion of the Offering, including the admission to trading and official listing of the New Shares, is subject to the Offering not being withdrawn prior to the settlement hereof and Zealand making an announcement to that effect.
Adam Lange, Investor Relations Officer
ALange@zealandpharma.com
Anna Krassowska, Vice President, Investor Relations & Corporate Communications
AKrassowska@zealandpharma.com
Henriette Wennicke, Executive Vice President and Chief Financial Officer
HWennicke@zealandpharma.com
Adam Steensberg, President and Chief Executive Officer
ASteensberg@zealandpharma.com
Zealand Pharma A/S is a biotechnology company focused on the discovery and development of peptide-based medicines. More than 10 drug candidates invented by Zealand have advanced into clinical development, of which two have reached the market and three candidates are in late-stage development. The Company has development partnerships with several pharma companies as well as commercial partnerships for its marketed products.
Zealand was founded in 1998 and is headquartered in Copenhagen, Denmark, with a presence in the U.S. For more information about Zealand's business and activities, please visit www.zealandpharma.com .
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti