On June 9, 2021 Molecular Partners AG (SIX: MOLN), a clinical-stage biotech company developing a new class of custom-built protein drugs known as DARPin therapeutics, reported that it has commenced an initial public offering in the United States of 3,000,000 American Depositary Shares ("ADSs") pursuant to a registration statement on Form F-1 (File No. 333-255447), as amended, that has been filed with the U.S. Securities and Exchange Commission (the "Offering") (Press release, Molecular Partners, JUN 9, 2021, View Source [SID1234583774]). In connection with the Offering, Molecular Partners expects to grant the underwriters a 30-day option to purchase additional ADSs of up to 15% of the total number of ADSs placed in the Offering (i.e. up to 450,000 additional ADSs). Each ADS will represent one Molecular Partners ordinary share. The new ordinary shares underlying the ADSs will be issued from Molecular Partners’ authorized capital under exclusion of the existing shareholders’ pre-emptive rights. The terms of the Offering have not been determined, and the Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed or as to the actual size or terms of the Offering.
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The number of ADSs to be offered and the price for the ADSs in the proposed Offering will be determined on the pricing date (expected for the week of June 14, 2021). The final price of the offered ADSs will be determined largely on the basis of the closing price of Molecular Partners’ shares on the Swiss Stock Exchange on the pricing date translated into U.S. dollars at the then prevailing exchange rate and using an ADS to share ratio of one to one. Application has been made to list the ADSs on the Nasdaq Global Market in the United States under the ticker symbol "MOLN" and the new ordinary shares underlying the ADSs on the SIX Swiss Exchange ("SIX"). The new shares will rank pari passu with Molecular Partners’ existing shares which are already listed on the SIX pursuant to the International Reporting Standard.
J.P. Morgan, SVB Leerink and Cowen are acting as joint book-running managers for the proposed offering. RBC Capital Markets is acting as the bookrunner for the proposed offering. Kempen & Co is acting as the lead manager for the proposed offering.
The securities referred to in this release are to be offered only by means of a prospectus. Copies of the preliminary prospectus relating to the offering may be obtained, when available, for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204; SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at 1-800-808-7525, ext. 6105, or by e-mailing [email protected]; Cowen and Company, LLC (c/o Broadridge Financial Services), 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, by telephone at (833) 297-2926 or by email at [email protected].
A registration statement on Form F-1 relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. In connection with the listing of the ordinary shares on the SIX, the registration statement on Form F-1, once declared effective, constitutes a foreign prospectus within the meaning of article 54 paras. 2 and 3 of the Swiss Financial Services Act of June 15, 2018 ("FinSA") and article 70 paras. 2-4 of the Swiss Financial Services Ordinance of November 6, 2019 ("FinSO").
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. There is no intention or permission to publicly offer, solicit, sell or advertise, directly or indirectly, any securities of Molecular Partners in or into Switzerland within the meaning of FinSA.