Montrouge, France, January 29, 2020
DBV Technologies Announces the Launch of a
Proposed Global Offering of Ordinary Shares, Which May Be in the
Form of American Depositary Shares, and Reports December 31, 2019
Cash Position
DBV Technologies (the
“Company”) (Euronext: DBV – ISIN: FR0010417345 –
Nasdaq Stock Market: DBVT), a clinical-stage biopharmaceutical
company, today announced its intention to launch, subject to market
conditions, a global offering of new ordinary shares, which may be
in the form of American Depositary Shares
(“ADSs”), in an aggregate amount of $125.0
million. The global offering will be comprised of a public offering
of ordinary shares in the form of ADSs in the United States, Canada
and certain countries outside of Europe and an offering exclusively
addressed to qualified investors in Europe (including France). In
addition, the Company intends to grant the underwriters a 30-day
option to purchase additional ordinary shares, in the form of ADSs,
in an aggregate amount of up to 15% of the total number of ordinary
shares (including in the form of ADSs) proposed to be sold in the
global offering, on the same terms and conditions. Each ADS offered
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 are acting as joint
lead book-running managers for the global offering.
The final amount of the offering, the price in
euros at which ordinary shares will be sold and the price in
dollars at which ADSs will be sold in the global offering, as well
as the final number of ordinary shares (including in the form of
ADSs), will be determined following a bookbuilding process
commencing immediately and will be at least equal to the
weighted-average of the trading prices of the Company’s ordinary
shares on Euronext Paris over the three (3) trading days prior to
the launch of the global offering (i.e. January 29th, 28th and
27th), subject to a maximum discount of 10%. The new ordinary
shares will be issued through a capital increase without
shareholders' pre-emptive rights by means of a public offering
under the provision of Article L. 225-136 of the French Commercial
Code and pursuant to the decisions of the Company’s Board of
Directors (Conseil d’Administration) dated January 29, 2020, in
accordance with the delegations granted pursuant to resolutions 19,
23 and 24 adopted at the ordinary and extraordinary meeting of the
Company’s shareholders (Assemblée Générale Mixte) held on May 24,
2019.
The final number of ordinary shares offered,
including the number of ordinary shares offered in the form of
ADSs, and the subscription price therefor will be decided by the
Company’s Chief Executive Officer (Directeur Général), in
accordance with a sub-delegation granted by the Company’s Board of
Directors (Conseil d’Administration) on January 29, 2020, further
to the favorable opinion of Mr. Michel de Rosen, independent
director and Chairman of the Board of Directors.
The global offering will commence immediately
and the Company plans to announce the result of the global offering
as soon as practicable after pricing thereof in a subsequent press
release. 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,
including marketing efforts related to launch in the second half of
2020, if approved, as well as to advance the discovery and
development of product candidates using its Viaskin Platform and
for working capital and general corporate purposes.
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 public offering of ordinary shares in the
form of ADSs will be made only by means of a written prospectus and
prospectus supplement that form a part of the registration
statement. A preliminary prospectus supplement and accompanying
prospectus relating to and describing the terms and conditions of
the offering will be filed with the Securities and Exchange
Commission and will be available on the Securities and Exchange
Commission’s website at www.sec.gov. When available, copies of the
preliminary 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: +1 212-902-9316 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: +1 800-831-9146.
Application will be 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
subject to the approval by the Autorité des Marchés Financiers
(“AMF”) and comprising (i) the 2018 universal
registration document filed with the AMF on October 9, 2019
(document d’enregistrement universel 2018) under number D. 19-0889,
as completed by an amendment to such universal registration
document, which will be filed with the AMF on January 30, 2020, and
(ii) a Securities Note (Note d’opération), including (iii) a
summary of the prospectus. Following the filing of the amendment to
the universal registration document with the AMF, copies of the
Company’s 2018 universal registration document, as amended, will be
available free of charge at the Company’s head office located at
177-181 avenue Pierre Brossolette – 92120 Montrouge – France. The
listing prospectus will be published on the AMF’s website at
www.amf-france.org.
As of December 31, 2019, the Company had cash
and cash equivalents of €172.0 million, compared to €122.8 million
as of December 31, 2018. The information above is based on
preliminary unaudited information for the cash and cash equivalents
as of December 31, 2019. The Company’s independent registered
public accounting firm has not conducted an audit or review of, and
does not express an opinion or any other form of assurance with
respect to, this preliminary estimate.
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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 expected closing of the global offering and
the anticipated use of proceeds from the Global 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
DisclaimersThis 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
2018 universal registration document filed with the AMF on October
9, 2019 (document d’enregistrement universel 2018) under number D.
19-0889, as completed by an amendment to such universal
registration document, which will be filed with the AMF on January
30, 2020, and (ii) a Securities Note (Note d’opération), including
a summary of the prospectus, will be submitted to the approval by
the AMF and will be published on the AMF’s website at
www.amf-france.org. Following the filing of the amendment to the
universal registration document with the AMF, copies of Company’s
2018 universal registration document, as amended, will be available
free of charge at the Company’s head office located at 177-181
avenue Pierre Brossolette – 92120 Montrouge – France.
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 of the French Monetary and Financial Code to qualified
investors (investisseurs qualifiés) acting for their own account as
defined in Regulation (EU) 2017/1129 of the European Parliament and
of the Council of June 14, 2017 ("Prospectus
Regulation").
This announcement is not an advertisement and
not a prospectus within the meaning of 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.
MIFID II product governance / Retail investors,
professional investors and ECPs only target market – Solely for the
purposes of each manufacturer’s product approval process, the
target market assessment in respect of the new shares has led to
the conclusion that: (i) the target market for the new shares is
retail investors, eligible counterparties and professional clients,
each as defined in MiFID II; and (ii) all channels for distribution
of the new shares to retail investors, eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the new shares (a
“distributor”) should take into consideration the
manufacturers’ target market assessment. However, a distributor
subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the new shares (by either adopting
or refining the manufacturers’ target market assessment) and
determining appropriate distribution channels.
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