EANS-Adhoc: Agennix AG Successfully Completes Rights Offering in the Amount of Approximately Euro 27.5 Million
-------------------------------------------------------------------------------- ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Company Information 07.12.2011 Company raises approximately Euro 11.3 million in cash and Euro 16.2 million from the conversion to equity of an existing loan plus interest Planegg/Munich (Germany), December 7, 2011 - Agennix AG (Frankfurt Stock Exchange (Prime Standard): AGX/ISIN DE000A1A6XX4) today announced that the Company has successfully completed its rights offering in which shareholders subscribed to all of the offered 9,319,504 new no-par value bearer shares by the end of the subscription period on December 6, 2011. In this transaction, Agennix raised approximately Euro 11.3 million from subscriptions against cash and approximately Euro 16.2 million from the conversion to equity of an existing loan plus interest. The subscription price was Euro 2.95 per share, an approximately 4% discount to the XETRA closing price of Euro 3.06 per Agennix share on the Frankfurt Stock Exchange on November 16, 2011, the date of the announcement of the rights offering. The Management Board, with the approval of the Supervisory Board, has therefore resolved to increase the Company's share capital from Euro 41,937,776 to Euro 51,257,280 by issuing 9,319,504 new shares. The capital increase was a mixed capital increase of cash and contribution in kind. The contribution in kind involved the contribution by the Company's major shareholder, dievini Hopp BioTech holding GmbH & Co. KG (dievini), of the Euro 15.0 million loan made to Agennix in July 2010, plus approximately Euro 1.2 million in accrued interest. As previously agreed, dievini exercised all of its subscription rights in the rights offering with respect to shares held by it, which represented the principal amount of the loan plus the accrued interest. As a result, Agennix has no further obligations regarding this loan. In addition, dievini participated in the oversubscription offering. Following the completion of the offering, dievini will hold approximately 65% of shares outstanding in Agennix. The entry of the capital increase in the commercial register is expected to occur on or around December 9, 2011. The new shares are expected to begin trading in the regulated market in the Prime Standard of the Frankfurt Stock Exchange on or around December 14, 2011 under the existing stock identification number AGX/ISIN DE000A1A6XX4. Kempen & Co N.V. served as the sole global coordinator for the transaction. END OF AD HOC ANNOUNCEMENT About Agennix Agennix AG is a publicly listed biopharmaceutical company that is focused on the development of novel therapies that have the potential to substantially improve the length and quality of life of critically ill patients in areas of major unmet medical need. The Company's most advanced program is talactoferrin, an oral immunotherapy that has demonstrated activity in randomized, double-blind, placebo-controlled Phase II studies in non-small cell lung cancer and in severe sepsis. Talactoferrin is currently in Phase III clinical trials in non-small cell lung cancer and in a Phase II/III trial in severe sepsis. Other clinical development programs include RGB-286638, a multi-targeted kinase inhibitor in Phase I testing for cancer, and a topical gel form of talactoferrin for diabetic foot ulcers. Agennix's registered seat is in Heidelberg, Germany. The Company has three sites of operation: Planegg/Munich, Germany; Princeton, New Jersey and Houston, Texas. For additional information, please visit the Agennix Web site at www.agennix.com. This ad hoc announcement contains forward-looking statements, which express the current beliefs and expectations of the management of Agennix AG, including statements about the Company's future cash position. Such statements are based on current expectations and are subject to risks and uncertainties, many of which are beyond our control, that could cause future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially depending on a number of factors, and we caution investors not to place undue reliance on the forward-looking statements contained in this ad hoc announcement. Forward-looking statements speak only as of the date on which they are made and Agennix undertakes no obligation to update these forward-looking statements, even if new information becomes available in the future. This ad hoc announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America. The shares in Agennix AG (the "Shares") mentioned herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares have not been, and will not be, registered under the Securities Act and will not be offered or sold in the United States, except on the basis of applicable exemptions from registration. There will be no public offering of securities in the United States or elsewhere. Agennix(TM) is a trademark of the Agennix group. Further inquiry note: Barbara Mueller Manager, Investor Relations & Corporate Communications Phone: +49 (0)89 8565 2693 ir@agennix.com In the U.S.: Laurie Doyle Senior Director, Investor Relations & Corporate Communications Phone: +1 609 524 5884 laurie.doyle@agennix.com Additional media contact for Europe: MC Services AG Raimund Gabriel Phone: +49 (0) 89 210 228 0 raimund.gabriel@mc-services.eu Additional investor contact for Europe: Trout International LLC Lauren Williams, Vice President Phone: +44 207 936 9325 lwilliams@troutgroup.com end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: AGENNIX AG Im Neuenheimer Feld 515 D-69120 Heidelberg phone: +49 89 8565 2693 FAX: +49 89 8565 2610 mail: ir@agennix.com WWW: http://www.agennix.com sector: Pharmaceuticals ISIN: DE000A1A6XX4 indexes: CDAX, Prime All Share, Technology All Share stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin, Hamburg, Düsseldorf, Hannover, München language: English
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