Prima Biomed: $15 Million Funding From U.S. Healthcare Fund Ridgeback

SYDNEY, AUSTRALIA--(Marketwired - May 14, 2015) - Prima BioMed Ltd (ASX: PRR) (NASDAQ: PBMD)

Highlights:

• Agreement reached with Ridgeback Capital Investments, a US-based specialist healthcare investor, for an aggregate A$15m investment in Prima BioMed
• Proceeds to primarily fund the commencement of two new clinical trials of IMP321 and provide ongoing working capital
• Intended Share Purchase Plan for existing Prima Shareholders
• Bergen funding to be terminated

Prima BioMed Ltd (ASX: PRR) (NASDAQ: PBMD) ("Prima" or the "Company") announces that it has entered into an agreement with Ridgeback Capital Investments ("Ridgeback") for Ridgeback to invest A$15m in Prima ("Agreement"). Ridgeback is a large US-based specialist healthcare investor run by Wayne Holman, who is widely regarded as one of the world's pre-eminent biotech investors.

Ridgeback's A$15m investment in Prima will be made in two parts:

• An immediate placement of approximately 72 million Prima ordinary shares at 1.73 cents per share ("the Placement"), worth approximately A$1.25m and representing 4.94% of Prima's issued share capital after the placement; and
• Subject to obtaining Prima shareholders' approval, a lump sum cash investment of approximately A$13.75m for consideration of an issue of convertible notes which will be convertible into Prima ordinary shares at 2.00 cents per share ("Notes"). In addition, as part of the convertible note issue the Company will issue two tranches of warrants to Ridgeback.
• Further details on the terms of the Placement, Notes and warrants are provided below under the heading "Transaction Details."

Ridgeback is a highly regarded and fundamentally oriented investor in established and emerging healthcare companies, with a particular focus in recent years on immunotherapy assets. Ridgeback has a track record of successful investments in a number of US and European immunotherapy companies including Adaptimmune Therapeutics, Bellicum, Cellectis, Medigene and Trillium. Prima expects to benefit from Ridgeback's considerable healthcare expertise.

Under the terms of the Agreement, Ridgeback has the right to name a new director to the Prima board. Prima has also agreed to issue US$500,000 (approx. $A$630,000) worth of securities to the new director, on similar terms to the securities to be issued to Ridgeback.

Lucy Turnbull, Prima's Chairman, said: "I am delighted that Prima BioMed has secured such a well-regarded and supportive cornerstone investor. The A$15m funding from Ridgeback will greatly assist Prima with its current clinical and commercial objectives, which we believe will lead to great outcomes for patients and shareholders alike. We also intend to provide our shareholders with the opportunity to participate in a capital raising through a Share Purchase Plan to be commenced shortly, to ensure they benefit from the value growth Ridgeback's support is expected to provide."

Wayne Holman, founder of Ridgeback, said: "Frederic Triebel, CSO of Prima, discovered LAG-3 which is now widely believed to be part of a T cell activation checkpoint. His team and cooperating investigators have completed and published several clinical trials in multiple cancer indications with IMP-321, a LAG-3-IgG fusion protein. Prima has a well-designed strategy to further explore the potential benefit of IMP-321, acting possibly as both a checkpoint inhibitor and an antigen presenting cell activator, in multiple solid tumors. I look forward to seeing the progress this capital infusion brings toward Prima's essential goal of having a transformational impact on unmet medical needs."

It is intended that upon Prima shareholder approval of Ridgeback's investment, the funding facility provided by Bergen Global Opportunity Fund, LP announced on 2 October 2014, which has served as a useful funding bridge for Prima, will be terminated by mutual consent.

The Prima board intends to commence a Share Purchase Plan ("SPP") for Prima's shareholders, details of which will be provided when finalised. The SPP will seek to raise a maximum of $5 million.

An Extraordinary General Meeting of shareholders will be held in due course to approve the issue of Notes and warrants, as full conversion and exercise of these instruments (together with the shares issued under the Placement) would result in Ridgeback's shareholding in Prima exceeding the 20% takeover threshold.

Welcoming Ridgeback to the Prima register, CEO Marc Voigt, commented: "Securing this level of funding for the first time from a specialist US healthcare investor is a significant achievement. Not only does it provide substantial funding from a pre-eminent biotech investor, but we also expect to benefit from Ridgeback's considerable healthcare expertise."

Ridgeback's support to take IMP321 to Phase IIb

The funds from the transaction announced today will principally be used to commence two new clinical trials of IMP321 as outlined below and for general working capital purposes:

• A Phase IIb chemo-immunotherapy trial of IMP321 in combination with paclitaxel to treat metastatic breast cancer in patients not eligible to receive trastuzumab (Herceptin®)
• A Phase I trial of IMP321 in combination with an immune checkpoint inhibitor.

IMP321 is a soluble recombinant protein that activates the presentation of antigen to the immune system. IMP321 is being developed in conjunction with Eddingpharm in China for the treatment of metastatic breast cancer (MBC); Prima has retained development and commercialization rights for all other major markets including North America and Europe. In a previous trial in MBC, IMP321 was found to be safe and well tolerated and led to regression of tumours in 50% of patients with a 90% clinical response rate (n=30).

The funds will also be used to progress the research and development programs for IMP321 and LAG-3 in Prima's Paris laboratory.

Transaction details:

Initial share placement: Ridgeback will invest approx. A$1.25m in Prima through a placement of 72,206,500 fully paid ordinary shares at A$0.0173 per share. The placement will close on Thursday 14 May 2015 and is not subject to shareholder approval.

Convertible notes: Subject to, and immediately following Prima shareholder approval, Ridgeback will invest a one-off lump sum of approx. A$13.75m in Prima through a convertible note subscription. The Notes will:

• have a ten year term
• accrue interest at 3% per annum, payable at maturity
• be convertible, at Ridgeback's election, into ordinary shares at a price of $0.02 per share (subject to standard adjustments)

Warrants: As part of the investment, Ridgeback will receive, without additional cost to Ridgeback, two parcels of warrants:

• As part of the initial share Placement Ridgeback will be granted 8,475,995 ten-year warrants exercisable at any time prior to expiry at A$0.025 (2.5 cents) per share
• As part of the convertible Note investment Ridgeback will be granted 371,445,231 five-year warrants exercisable at any time prior to expiry at A$0.0237 (2.37 cents) per share.

The exercise price of each tranche of warrants is subject to standard adjustments in accordance with the ASX Listing Rules.

Shareholder approval: Further details of the Ridgeback financing will be disclosed in the forthcoming documents related to the Extraordinary General Meeting that will be called to consider this transaction.

About Prima BioMed

Prima BioMed is a globally active biotechnology company that is striving to become a leader in the development of immunotherapeutic products for the treatment of cancer. Prima BioMed is dedicated to leveraging its technology and expertise to bring innovative treatment options to market for patients and to maximize value to shareholders.

Prima's pipeline of products includes IMP321 based on the LAG-3 immune control mechanism which plays a vital role in the regulation of the T cell immune response. IMP321 is its most clinically advanced product, a T cell immunostimulatory factor (APC activator) for cancer chemoimmunotherapy which has completed early Phase II trials. A number of additional LAG-3 products including antibodies for immune response modulation in autoimmunity and cancer are being developed by large pharmaceutical partners.

Prima BioMed is listed on the Australian stock exchange and on the NASDAQ in the US.