On July 9, 2019 Genmab A/S (Nasdaq Copenhagen: GEN) reported that it has commenced a public offering (the "Offering") of 27,800,000 ADSs (the "Firm ADSs"), representing 2,780,000 of its ordinary shares, pursuant to a registration statement on Form F-1, as amended, filed with the U.S. Securities and Exchange Commission (the "SEC") and has today filed a preliminary prospectus with the SEC in connection with the Offering (Press release, Genmab, JUL 9, 2019, View Source [SID1234537430]). In addition, Genmab has decided to grant the underwriters a 30-day option to purchase up to 4,170,000 additional ADSs, representing 417,000 ordinary shares (the "Option ADSs").
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ADSs are U.S. dollar-denominated negotiable instruments represented by American Depositary Receipts ("ADRs") issued by a depositary bank that facilitate U.S. trading and investment in shares of non-U.S. companies. The ADSs will be issued under Genmab’s existing ADR program, which is administered by Deutsche Bank Trust Company Americas. Each ADS represents one-tenth of one ordinary share of Genmab.
Genmab intends to use the net proceeds from the Offering to continue the development of its proprietary product candidates, to continue its pre-commercial activities, to continue building its commercial capabilities and to advance its earlier stage product candidates. The expected use of the net proceeds from the Offering represents Genmab’s intentions based upon its current plans and business conditions, which could change in the future as Genmab’s plans and business conditions evolve. Genmab cannot predict with certainty all of the particular uses of the net proceeds of the Offering or the amounts that it will actually spend on the uses set forth above.
Genmab’s ordinary shares are currently listed on Nasdaq Copenhagen under the symbol "GEN" and an application has been made to list the ADSs on the Nasdaq Global Select Market in the United States under the symbol "GMAB." It is expected that the ordinary shares underlying the ADSs will be admitted to trading and official listing on Nasdaq Copenhagen upon issuance. The filing of the preliminary prospectus and the application for listing on the Nasdaq Global Select Market has no implications for Genmab’s listing on Nasdaq Copenhagen in Denmark.
Genmab’s board of directors (the "Board") has in accordance with article 4A of Genmab’s articles of association exercised an authorization granted by Genmab’s annual general meeting held on April 10, 2018, to increase Genmab’s share capital by issue of up to 3,197,000 new shares underlying the ADSs (covering both the Firm ADSs and Option ADSs), of which 2,780,000 new shares (the "Firm Shares") will cover the Firm ADSs and up to 417,000 new shares will cover the Option ADS (the "Option Shares").
Pricing of the Offering is expected to take place during the week commencing July 15, 2019.
If all the Firm Shares and all the Option Shares are subscribed for, the Firm Shares will represent 4.3% of Genmab’s share capital and the Option Shares will represent 0.6%.
The Board has not yet finally decided whether to complete the Offering and whether to proceed with the listing. Even if the Board determines to complete the Offering, the Offering may not be consummated. Neither the timing, number of Firm ADSs and Option ADSs, number of underlying ordinary shares of Genmab nor the price of the ADSs and thereby the subscription price of the underlying ordinary shares have been finally determined. If consummated, the final price per ADS (and thereby the subscription price per underlying share) will be determined following a book-building process.
A registration statement relating to the ADSs referred to herein has been filed with the SEC but has not yet been declared effective. These ADSs may not be sold nor may offers to buy these ADSs be accepted prior to the time such registration statement becomes effective. The securities referred to in this Company Announcement are to be offered only by means of a prospectus.
BofA Merrill Lynch, Morgan Stanley and Jefferies are acting as joint book-running managers for the proposed Offering. Guggenheim Securities and RBC Capital Markets are acting as joint lead-managers and Danske Markets, H.C. Wainwright & Co. and Kempen are acting as co-managers for the proposed Offering.
A copy of the preliminary prospectus relating to the Offering may be may be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email: [email protected]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone: 1-877-821-7388, or by email: [email protected]. Copies of the preliminary prospectus related to the Offering are also available at www.sec.gov. No Danish prospectus will be issued or offered.
This Company Announcement does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.