ANNOUNCEMENT OF ADDITIONAL DETAILS CONCERNING THE ISSUE OF SHARES TO GLAXOSMITHKLINE
Copenhagen, Denmark; December 19, 2006 – In connection with Stock Exchange Release No. 60 concerning the worldwide agreement to co-develop and commercialize HuMax-CD20™ (ofatumumab) entered into between Genmab A/S (CSE: GEN) and GlaxoSmithKline (GSK) and the subscription to Genmab shares by GSK according to the securities purchase agreement entered into, Genmab hereby discloses the following additional information regarding the issue of shares to GSK:
The issue of new shares to GSK consists of a private placement by Genmab to Glaxo Group Limited, a private limited company registered under the laws of England, of 4,471,202 new ordinary bearer shares of nominal value DKK 1 (one) each.
The new shares will be issued by Genmab’s board of directors pursuant to an authorization from Genmab’s shareholders granted on the annual general meeting on April 25, 2006. The new shares will all be issued for cash without pre-emptive rights for Genmab’s existing shareholders and no person or entity other than GSK will participate in the private placement.
Each share will be subscribed to at a subscription price of DKK 454.65 per ordinary share of a nominal value of DKK 1 (one). The subscription price represents a 50 percent premium to the average of the last reported sale prices of the Company’s shares on the Copenhagen Stock Exchange on the twenty (20) consecutive trading days immediately before the worldwide agreement to co-develop and commercialize HuMax-CD20 (ofatumumab) was signed.
The new shares will rank pari passu in all respects with each other and with all other ordinary shares issued by Genmab. The new shares are freely transferable negotiable instruments and will carry full right to dividends as of the date of issue. Under the terms of the securities purchase agreement, GSK has undertaken certain restrictions on the sale or transfer of the shares subscribed.
Genmab's current share capital amounts to DKK 39,648,355 and will after completion of the private placement be DKK 44,119,557.
A private placement memorandum containing more details of the placement is being prepared and will be published in accordance with the applicable rules and regulations regarding prospectuses as soon as possible after the antitrust clearance of the worldwide agreement to co-develop and commercialize HuMax-CD20 from the Federal Trade Commission and the Antitrust Division of the Department of Justice under the Hart-Scotte-Rodino Act has been obtained at which time the formal decision to issue the shares and application for the new shares to be admitted and listed for trading on the Copenhagen Stock Exchange after registration with the Danish Commerce and Companies Agency will be made.
On completion of the private placement, GSK will hold approximately 10.13 percent of the Company's issued share capital.
The direct placement is made in direct connection with the worldwide agreement to co-develop and commercialize HuMax-CD20, see Genmab’s simultaneous Stock Exchange Release No. 60/2006 for details. |
