NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
- Share placement of up to 1.25 million new shares via an accelerated bookbuilding from existing authorized capital, representing around 1.7% of currently issued share capital.
- Bachem intends to deploy the funds to finance capacity expansion across its sites, including the recently announced prospective manufacturing site in Sisslerfeld/Eiken, Switzerland.
- The placement follows Bachem’s strong growth momentum in peptide & oligonucleotide therapeutics production (TIDES) and major orders received in 2022 and 2023 to-date.
Bachem Holding AG (“Bachem”, SIX: BANB) today announces the launch of an accelerated bookbuilding offering of up to 1’250’000 new registered shares (the “New Shares”) with a par value of CHF 0.01 per New Share.
The accelerated bookbuilding will commence immediately following the release of this announcement. The placement price of the New Shares as well as the number of New Shares to be issued will be announced upon completion of the bookbuilding process, which is expected prior to market opening on March 10, 2023.
Consistent with existing authorizations in Bachem’s Articles of Association, the capital increase will consist of an offering at market conditions to professional investors in Switzerland, as well as qualified investors outside of Switzerland and the United States pursuant to Regulation S of the U.S. Securities Act, and an offering in the United States to ”qualified institutional buyers”, as defined in and pursuant to Rule 144A of the U.S. Securities Act, thereby excluding subscription rights for existing shareholders.
Peter Grogg, founder and honorary Chairman, as well as the holding company controlled by him, will continue to hold the majority of the share capital and both entered into a 90-day lock-up period. Bachem also agreed to a 90-day lock-up period after the listing of the New Shares, subject to certain customary exceptions.
The transaction is intended to support Bachem’s organic investment plans to take advantage of the market expansion of peptides and oligonucleotides-based drug substances in large-patient diseases. Today’s announcement builds on the strong momentum and high demand in TIDES and several major orders received in 2022 and 2023 to-date. The proceeds of the accelerated bookbuilding will be used to expand capacity across sites, including the new prospective manufacturing site in Sisslerfeld/Eiken, Switzerland, which is expected to be operational by the end of the decade. Bachem is planning investments of CHF 550 million at its headquarter site in Bubendorf and CHF 750 million for the new site in Sisslerfeld/Eiken, which is expected to become operational by end of the decade.
The New Shares will be issued from existing capital authorizations, under which Bachem’s Board of Directors is entitled to issue up to 1’250’000 New Shares.
The New Shares are expected to be listed and admitted to trading on SIX Swiss Exchange on March 13, 2023. Payment and settlement is expected to take place on March 14, 2023. The New Shares will rank pari passu with the existing shares and carry full dividend rights for the fiscal year 2022.
UBS is acting as Sole Global Coordinator and Bookrunner in the context of the capital increase.
Press release on Capital Increase
Bachem is a leading, innovation-driven company specializing in the development and manufacture of peptides and oligonucleotides.
With over 50 years of experience and expertise Bachem provides products for research, clinical development and commercial application to pharmaceutical and biotechnology companies worldwide and offers a comprehensive range of services.
Bachem operates internationally with headquarters in Switzerland and locations in Europe, the US and Asia. The company is listed on the SIX Swiss Exchange.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this document or its accuracy, fairness or completeness.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. In the United Kingdom this document is only directed at persons who (i) are “qualified investors“ within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FSMA Order”); (iii) persons falling within Articles 49(2)(a) to (d), “high net worth companies, unincorporated associations, etc.” of the FSMA Order and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In any member state of the European Economic Area (each a “Relevant State”) this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation.
This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Bachem Holding AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Bachem Holding AG assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, neither Bachem Holding AG nor UBS AG or any of its affiliates have any intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof.
UBS AG is acting exclusively for the company and no one else in connection with the offering. UBS AG will not regard any other person as its client in relation to the offering and will not be responsible to anyone other than the company for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, agreement or other matter referred to herein. Neither UBS AG nor any of its directors, officers, employees, advisors, or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truth accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the company, its subsidiaries or associated companies or for any loss howsoever arising from any use of this documents or its contents or otherwise arising in connection therewith.
In connection with the offering, UBS AG and any of its affiliates may take up a portion of the securities in the offering as principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the company or related investments in connection with the offering or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by UBS AG and any of its affiliates acting in such capacity. In addition, UBS AG and any of its affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which UBS AG and any of its affiliates may from time to time acquire, hold or dispose of securities. UBS AG does not intend to disclose the extent of any such investment or transactions otherwise than as required by law.