BeiGene Launches Proposed Initial Public Offering on the STAR Market in China
November 23 2021 - 08:15AM
Business Wire
BeiGene, Ltd. (NASDAQ: BGNE; HKEX: 06160), a global,
science-driven biotechnology company focused on developing
innovative and affordable medicines to improve treatment outcomes
and access for patients worldwide, today announced the commencement
of an initial public offering (STAR Offering) on the Science and
Technology Innovation Board (STAR Market) of the Shanghai Stock
Exchange (SSE). The total number of shares being offered in the
STAR Offering is 115,055,260 ordinary shares, par value $0.0001 per
share, which represents 8.62% of BeiGene’s total outstanding
ordinary shares as of October 31, 2021, after giving effect to the
shares being offered. The shares offered in the STAR Offering (RMB
Shares) will be issued to and subscribed for by permitted investors
in the People’s Republic of China (PRC) and listed and traded on
the STAR Market in Renminbi. In addition, BeiGene expects to grant
China International Capital Corporation Limited a 30-day
overallotment option for up to 17,258,000 additional RMB Shares.
The consummation of the STAR Offering is subject to, among other
things, market conditions, and there can be no assurance as to
whether or when the STAR Offering may be completed, or as to the
actual size or terms of the STAR Offering.
China International Capital Corporation Limited and Goldman
Sachs Gao Hua Securities Co. Ltd. are acting as joint sponsors and
joint bookrunners for the STAR Offering. J.P. Morgan Securities
(China) Company Limited, CITIC Securities Co., Ltd. and Guotai
Junan Securities Co., Ltd. are acting as joint bookrunners for the
STAR Offering.
BeiGene expects to use the net proceeds from the STAR Offering
to fund its research and clinical development, construction of its
research and development centers and a manufacturing plant in
China, sales and marketing force expansion in China, and for
working capital and general corporate purposes.
In accordance with applicable PRC laws and regulations, the STAR
Offering will be conducted solely within the PRC and only to
permitted investors who are eligible to participate in the STAR
Offering in accordance with applicable PRC securities laws and
regulations, and rules promulgated by the SSE and the China
Securities Regulatory Commission (CSRC). The STAR Offering will be
conducted pursuant to a prospectus and other offering materials
prepared by BeiGene in Chinese language and as approved by and
registered with the SSE and the CSRC, which are only permitted to
be used within the PRC. No part of the STAR Offering is intended
to involve a public offering or sale of the RMB Shares into or in
the United States or any other jurisdiction outside of the PRC.
In addition, although the RMB Shares are of the same class and have
the same rights as the Company’s existing ordinary shares listed on
the Hong Kong Stock Exchange (HKEx), the RMB Shares will not be
fungible with the ordinary shares listed on the HKEx or the
Company’s American Depositary Shares (ADSs) representing its
ordinary shares listed on the NASDAQ Global Select Market (NASDAQ),
and in no event will any RMB Shares be able to be converted into
ordinary shares listed on the HKEx or ADSs listed on NASDAQ, or
vice versa.
An automatically effective shelf registration statement on Form
S-3 was filed with the Securities and Exchange Commission (SEC) on
May 11, 2020. A preliminary prospectus supplement relating to and
describing the key terms of the STAR Offering will be filed with
the SEC and will be available on the SEC’s website at www.sec.gov.
The final terms of the STAR Offering will be disclosed in a final
prospectus supplement to be filed with the SEC. The purpose of the
prospectus supplement is to register all RMB Shares offered in the
STAR Offering under the Securities Act of 1933, as amended
(Securities Act), to ensure that the offer and sale of the RMB
Shares, if any, to permitted investors who are U.S. persons (as
defined in Regulation S under the Securities Act) in transactions
outside the United States will not violate the registration
requirements under Section 5 of the Securities Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any offer or sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction. This press
release is being issued pursuant to, and in accordance with, Rule
134 under the Securities Act.
About BeiGene
BeiGene is a global, science-driven biotechnology company
focused on developing innovative and affordable medicines to
improve treatment outcomes and access for patients worldwide. With
a broad portfolio of more than 40 clinical candidates, we are
expediting development of our diverse pipeline of novel
therapeutics through our own capabilities and collaborations. We
are committed to radically improving access to medicines for two
billion more people by 2030. BeiGene has a growing global team of
over 7,700 colleagues across five continents. To learn more about
BeiGene, please visit www.beigene.com and follow us on Twitter at
@BeiGeneGlobal.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including BeiGene’s current intentions, expectations or beliefs
regarding the STAR Offering, including its expectations regarding
the completion, size or terms of the STAR Offering, its
expectations with respect to granting a 30-day overallotment option
for up to 17,258,000 additional RMB Shares, and its expectations
regarding the use of proceeds. These statements may be preceded by,
followed by or include the words "aim," "anticipate," "believe,"
"estimate," "expect," "forecast," "intend," "likely," "outlook,"
"plan," "potential," "project," "projection," "seek," "can,"
"could," "may," "should," "would," "will," the negatives thereof
and other words and terms of similar meaning. Actual results or
developments may differ materially from those projected or implied
in these forward-looking statements. Factors that may cause such a
difference include risks and uncertainties related to completion of
the STAR Offering on the anticipated terms or at all, market
conditions and the satisfaction of customary closing conditions
related to the STAR Offering. More information about the risks and
uncertainties faced by BeiGene is contained or incorporated by
reference in the preliminary prospectus supplement related to the
STAR Offering filed with the SEC. Forward-looking statements
include all statements that are not historical facts. There is no
assurance that any forward-looking statements will materialize. You
are cautioned not to place undue reliance on forward-looking
statements, which reflect expectations only as of this date.
BeiGene does not undertake any obligation to publicly update or
review any forward-looking statement, whether as a result of new
information, future developments, or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20211123005799/en/
Investor Contact Gabrielle Zhou +86 10-5895-8058 or +1
857-302-5189 ir@beigene.com
Media Contact Emily Collins +1 201-201-4570
media@beigene.com
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