Intercell AG Completes Placement of EUR 33.0 Million Senior Convertible Debt Financing
Published: Feb 23, 2011
The Notes have a conversion price of EUR 11.43 reflecting a premium of 20.0% to the volume weighted average price and of 18.4% to the closing share price of Intercell's shares on February 22, 2011. The Notes bear a fixed rate coupon of 6% per annum which is payable quarterly in arrears. The principal amount will amortize in 11 equal quarterly installments, with a final maturity of March 15, 2014. Principal and interest payments may be paid in cash or, subject to minimum thresholds in trading volumes and values, in freely tradable listed shares of Intercell, at the sole option of the Company. The holders of the Notes may, at their sole option, choose to defer quarterly payments of principal through the final scheduled maturity of the Notes. The original investors in the Notes will have the right to purchase an additional EUR 33.0m of Notes on essentially the same terms as the original issue for a period of 12 months following the closing and an additional EUR 16.5m of Notes at the same coupon and repayment terms, but with a conversion price to be set at a 20% premium to the then current stock price, for a period of 18 months following the closing.
The transaction was subscribed by international institutional investors. The statutory subscription rights of the existing shareholders have been excluded. Closing of the transaction is subject to a confirmatory approval by Intercell's Supervisory Board after the expiry of the 14-day publication period of the Management Board's report on the exclusion of the subscription rights and customary closing conditions. Intercell intends to use the net proceeds for general corporate purposes.
Intercell's CFO, Reinhard Kandera stated: "Intercell is pleased to complete this convertible financing. The offering provides additional financial flexibility to the Company for the advancement of its clinical programs and leading technologies in vaccine and anti-infective antibody innovation as well as regarding important upcoming partnering decisions. The structural features of the Notes enable us to borrow funds at an attractive cost of capital with the flexibility to utilize our stock to satisfy principal and interest payments at our option."
This communication expressly or implicitly contains certain forward-looking statements concerning Intercell AG and its business, including words such as "could," "should," "may," "expects," "anticipates," "believes," "intends," "estimates," or similar words. Such statements involve certain known and unknown risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Intercell AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Intercell AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.