Montrouge, France, October 15, 2019
DBV Technologies Announces Closing of
Global Offering
DBV Technologies (the “Company”) (Euronext: DBV –
ISIN: FR0010417345 – Nasdaq Stock Market: DBVT), a clinical-stage
biopharmaceutical company, today announced the settlement and
delivery on October 11, 2019 of an underwritten global offering of
an aggregate of 9,484,066 ordinary shares reserved to specified
categories of investors in (i) an offering of 7,914,622 ordinary
shares in the form of 15,829,244 American Depositary Shares (ADSs)
in the United States, Canada and certain other countries outside
Europe, at an offering price of $6.59 per ADS (on the basis of an
exchange rate of $1.0945 = €1.00), and (ii) a private placement of
1,569,444 ordinary shares in Europe (including France), at a public
offering price of €12.04 per ordinary share. The Company also
announced the settlement and delivery today of 1,368,667 additional
ordinary shares in the form of 2,737,334 ADSs, at an offering price
of $6.59 per ADS, after full exercise of the underwriters’ option
to purchase additional ordinary shares in the form of ADSs (the
“Option”). The total gross proceeds from the global
offering, after exercise of the Option, were approximately $143.0
million (approximately €130.7 million), before deducting
commissions and estimated offering expenses. Each ADS represents
the right to receive one-half of one ordinary share. The ADSs are
listed on the Nasdaq Global Select Market under the symbol “DBVT”,
and the Company’s ordinary shares are listed on Euronext Paris
under the symbol “DBV”.
Goldman Sachs and Citigroup acted as joint lead
book-running managers for the global offering. JMP
Securities, H.C. Wainwright & Co. and Bryan, Garnier & Co.
acted as co-managers for the global offering.
The Company plans to use the net proceeds from the
global offering, together with its existing cash and cash
equivalents, primarily to prepare for the commercialization of
Viaskin Peanut, if approved, as well as to advance development of
the Company’s other product candidates and for working capital and
general corporate purposes. Based on the Company’s current
operations, plans and assumptions, the Company expects the net
proceeds from the global offering, including from the exercise of
the Option, combined with its current operating capital, to fund
the Company’s operations for the next twelve months.
A registration statement on Form F-3 relating to
the securities to be issued in the global offering was filed with
the Securities and Exchange Commission and was declared effective
on October 1, 2019. The global offering of ordinary shares in the
form of ADSs was made only by means of a written prospectus and
prospectus supplement that form a part of the registration
statement, as well as a free writing prospectus related to the
global offering. A free writing prospectus and a final
prospectus supplement and accompanying prospectus relating to and
describing the terms of the offering were filed with the Securities
and Exchange Commission and are available on the Securities and
Exchange Commission’s website at www.sec.gov. Copies of the final
prospectus supplement and accompanying prospectus may also be
obtained for free from: Goldman Sachs, Attention: Prospectus
Department, 200 West Street, New York, NY 10282, via telephone:
1-866-471-2526, facsimile: 212-902-9316 or via email:
prospectusgroup-ny@ny.email.gs.com; or Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York,
11717 or via telephone: 800- 831-9146.
Application was made to list the new ordinary
shares to be issued pursuant to the global offering on the
regulated market of Euronext Paris pursuant to a listing prospectus
which received the approval of the Autorité des Marchés Financiers
("AMF") on October 9, 2019 under number 19-485,
and comprising (i) the 2018 universal registration document,
including the risk factors, filed with the AMF on October 9, 2019
under number D.19-0889 (document d’enregistrement universel 2018),
which incorporates by reference the 2018 registration document
(document de référence 2018) and the 2019 half-year financial
report (rapport financier semestriel 2019), and (ii) a Securities
Note (Note d’opération), including (iii) a summary of the
prospectus. Copies of the Company’s 2018 universal registration
document are available free of charge at the Company’s head office
located at: 177-181 avenue Pierre Brossolette – 92120 Montrouge –
France. The listing prospectus is available on the AMF’s website at
www.amf-france.org.
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About DBV TechnologiesDBV
Technologies is developing Viaskin®, an investigational proprietary
technology platform with broad potential applications in
immunotherapy. Viaskin is based on epicutaneous immunotherapy, or
EPIT®, DBV’s method of delivering biologically active compounds to
the immune system through intact skin. With this new class of
self-administered and non-invasive product candidates, the Company
is dedicated to safely transforming the care of food allergic
patients, for whom there are no approved treatments. DBV’s food
allergies programs include ongoing clinical trials of Viaskin
Peanut and Viaskin Milk, and preclinical development of Viaskin
Egg. DBV is also pursuing a human proof-of-concept clinical trial
of Viaskin Milk for the treatment of Eosinophilic Esophagitis, and
exploring potential applications of its platform in vaccines and
other immune diseases. DBV Technologies has global headquarters in
Montrouge, France and offices in Bagneux, France, and North
American operations in Summit, NJ and New York, NY. The Company’s
ordinary shares are traded on segment B of Euronext Paris (Ticker:
DBV, ISIN code: FR0010417345), part of the SBF120 index, and the
Company’s ADSs (each representing one-half of one ordinary share)
are traded on the Nasdaq Global Select Market (Ticker: DBVT).
Forward Looking StatementsThis
press release contains forward-looking statements, including
statements about the anticipated use of proceeds from the offering.
These forward-looking statements are not promises or guarantees and
involve substantial risks and uncertainties. Factors that could
cause actual results to differ materially from those described or
projected herein include risk associated with market and other
financing conditions, risks associated with clinical trials and
regulatory reviews and approvals, and risk related to the
sufficiency of the Company’s existing cash resources and liquidity.
A further list and description of these risks, uncertainties and
other risks can be found in the Company’s regulatory filings with
the French Autorité des Marchés Financiers and U.S. Securities and
Exchange Commission, including in the Company’s Annual Report on
Form 20-F for the year ended December 31, 2018. Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to update or revise
forward-looking statements as a result of new information, future
events or circumstances, or otherwise, except as required by
law.
DBV Investor Relations Contact
Sara Blum ShermanSenior Director, Investor Relations &
Strategy+1 212-271-0740sara.sherman@dbv-technologies.com
DBV Media Contact Joe BeckerVP,
Global Corporate Communications
+1 646-650-3912joseph.becker@dbv-technologies.com
Disclaimers This press release
does not constitute an offer to sell nor a solicitation of an offer
to buy, nor shall there be any sale of ordinary shares or ADSs 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.
The distribution of this document may, in certain
jurisdictions, be restricted by local legislations. Persons into
whose possession this document comes are required to inform
themselves about and to observe any such potential local
restrictions.
A French listing prospectus comprising (i) the
Company’s universal registration document, filed with the AMF on
October 9, 2019 under number D.19-0889, (ii) a securities note
(including the summary) relating to the admission to trading of the
Company’s new shares on Euronext Paris and (iii) the summary of the
French listing prospectus was submitted for approval by the AMF and
is available on the AMF’s website at www.amf-france.org. Copies of
the Company’s universal registration document, including the risk
factors, are available for free at the Company’s head office
located at: 177-181 avenue Pierre Brossolette – 92120 Montrouge –
France and on the AMF’s website at www.amf-france.org.This document
does not constitute an offer to the public in France and the
securities referred to in this document can only be offered or sold
in France pursuant to article L. 411-2-II of the French Monetary
and Financial Code to (i) providers of third party portfolio
management investment services, (ii) qualified investors
(investisseurs qualifiés) acting for their own account and/or (iii)
a limited group of investors (cercle restreint d’investisseurs)
acting for their own account, all as defined in and in accordance
with articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 and D.
754-1 and D. 764-1 of the French Monetary and Financial Code.
This announcement is not an advertisement and
not a prospectus within the meaning Regulation (EU) 2017/1129 of
the European Parliament and of the Council of June 14, 2017 (the
“Prospectus Regulation”).With respect to the member States of the
European Economic Area, no action has been undertaken or will be
undertaken to make an offer to the public of the securities
referred to herein requiring a publication of a prospectus in any
relevant member State. As a result, the securities may not and will
not be offered in any relevant member State except in accordance
with the exemptions set forth in Article 1 (4) of the Prospectus
Regulation or under any other circumstances which do not require
the publication by the Company of a prospectus pursuant to Article
3 of the Prospectus Regulation and/or to applicable regulations of
that relevant member State.
This document is only being distributed to, and is
only directed at, persons in the United Kingdom that (i) are
“investment professionals” falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Order”), (ii) are persons falling within
Article 49(2)(a) to (d) (“high net worth companies, unincorporated
associations, etc.”) of the Order, or (iii) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of Article 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as “Relevant
Persons”). This document is directed only at Relevant Persons and
must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
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