Montrouge, France, January 30, 2020
DBV Technologies Announces Pricing of
$153.7 million (€139.8 million) Global Offering of Ordinary Shares,
Including in the Form of American Depositary Shares
DBV Technologies (the
“Company”) (Euronext: DBV – ISIN: FR0010417345 –
Nasdaq Stock Market: DBVT), a clinical-stage biopharmaceutical
company, today announced the pricing of a global offering of an
aggregate of 7,500,000 ordinary shares in (i) a public offering of
4,535,581 ordinary shares in the form of 9,071,162 American
Depositary Shares (ADSs) in the United States, Canada and certain
countries outside of Europe at a public offering price of $10.25
per ADS (on the basis of an exchange rate of $1.0999 = €1.00) and
(ii) an offering exclusively addressed to qualified investors in
Europe (including France) of 2,964,419 ordinary shares at a public
offering price of €18.63 per ordinary share (together, the
“Global Offering”). The price at which the
ordinary shares (including in the form of ADSs) will be sold in the
Global Offering is 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), less a discount of 7.8%. Each
ADS represents the right to receive one-half of one ordinary
share.
The gross proceeds to the Company from the
Global Offering are expected to be approximately $153.7 million
(approximately €139.8 million), before deducting commissions and
estimated offering expenses. In addition, the Company has granted
the underwriters a 30-day overallotment option allowing them to
purchase, on the same terms and conditions, up to 1,125,000
additional ordinary shares in the form of 2,250,000 ADSs (the
“Option”). The closing of the Global Offering is
expected to occur on February 4, 2020, subject to customary closing
conditions. 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. JMP Securities
is acting as lead manager for the Global Offering. H.C. Wainwright
& Co. and Kempen & Co are acting 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, 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.
The Company believes its current operating capital, which is not
projected to be sufficient to support the Company’s operating plans
for the next 12 months, is sufficient to fund its operations
through the third quarter of 2020. Based on the Company’s current
operations, plans and assumptions, the Company expects the net
proceeds from the Global Offering, combined with the Company’s
current operating capital, to fund the Company’s operations into
the first quarter of 2021.
In connection with the Global Offering, the
Company and each of its directors and executive officers entered
into a lock-up agreement with the underwriters for the Global
Offering, which agreements restrict the sale of securities of the
Company for a period of ninety (90) days following the pricing
date, subject to customary exceptions. On an illustrative basis, a
holder of 1% of the Company's share capital and voting rights
outstanding before the completion of the Global Offering would hold
0.9% of the Company’s share capital and voting rights outstanding
after the completion of the Global Offering, assuming no exercise
of the underwriters’ Option and that such holder did not
participate in the Global Offering.
The Option may be exercised at any time in whole
or in part upon notice by the underwriters to the Company, which
notice may be given at any time on or prior to February 28, 2020
(included). In connection with the Global Offering, the
underwriters may over-allot the securities or effect transactions
with a view to supporting, stabilizing or maintaining the market
price of the securities at a level higher than the one which might
otherwise prevail in the open market. However, there is no
assurance that the stabilizing manager will take any stabilization
action and any stabilization action, if begun, may be ended at any
time without prior notice. Any stabilization action or
over-allotment shall be carried out in accordance with all
applicable rules and regulations and may be undertaken on the
Nasdaq Global Select Market.
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 will be made only by means of a written prospectus and
prospectus supplement that form a part of the registration
statement on Form F-3, and any free writing prospectus related to
the Global Offering. A free writing prospectus related to the
Global Offering was filed with the Securities and Exchange
Commission on January 29, 2020. A final prospectus supplement and
accompanying prospectus relating to and describing the terms 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 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: +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 today, and (ii) a
Securities Note (Note d’opération), including 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.
Entities affiliated with Baker Bros. Advisors LP
and Bpifrance Participations S.A., existing shareholders of the
Company, have agreed to purchase an aggregate of approximately 8%
of the total number of ordinary shares (including in the form of
ADSs) to be sold in the Global Offering.
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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, the
anticipated use of proceeds from the Global Offering and the
Company’s expected cash runway. 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 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.
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”).
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