DBV Technologies (the "Company") (Euronext: DBV - ISIN: FR0010417345 - Nasdaq Stock Market: DBVT), a clinical-stage biopharmaceutical company, today announced its intention to issue and sell, subject to market conditions, in a global offering of new ordinary shares, which may be in the form of American Depositary Shares (ADSs), up to 5,217,392 new ordinary shares, the subscription of which is reserved to specified categories of investors. The global offering will be comprised of an offering of ADSs in the United States, Canada and certain other countries outside of Europe and a private placement of ordinary shares in Europe (including France). In addition, the Company intends to grant the underwriters a 30-day option to purchase additional ordinary shares, which may be in the form of ADSs, in an aggregate amount of up to 782,608 ordinary shares (including in the form of ADSs) proposed to be sold in the global offering, on the same terms and conditions. Each ADS offered represents the right to receive one-half of one ordinary share. The ADSs are listed on the Nasdaq Global Select Market under the symbol "DBVT", and the Company's ordinary shares are listed on Euronext Paris under the symbol "DBV".
Goldman Sachs & Co. LLC and Citigroup are acting as joint lead book-running managers for the global offering. H.C. Wainwright & Co. is acting as lead manager for the global offering (together, the "Underwriters").
The price in euros at which ordinary shares will be sold and the price in dollars at which ADSs will be sold in the global offering, as well as the final number of ordinary shares (including in the form of ADSs), will be determined following a bookbuilding process commencing immediately and will not be less than (i) the volume weighted-average of the trading price of the Company's ordinary shares on Euronext Paris on the trading day prior to pricing of the global offering or (ii) the average of the trading prices of the Company's ordinary shares on Euronext Paris over five (5) consecutive trading days chosen from among the thirty (30) trading days prior to pricing of the global offering, subject to a maximum discount, in each case, of 15%. The new ordinary shares will be issued through a capital increase without shareholders' pre-emptive rights reserved to a category of persons under the provisions of Article L. 225-138 of the French Commercial Code and pursuant to the decision of the Company's Board of Directors (Conseil d'Administration) on April 3, 2019, in accordance with the delegations granted pursuant to the Resolutions 25, 26 and 28 adopted at the ordinary and extraordinary meeting of the Company's shareholders (Assemblée Générale Mixte) held on June 22, 2018. The global offering will be open only to persons who are natural persons or legal entities, including companies, trusts, investment funds or other investment vehicles whatever their form, governed by either French or foreign law, that invest on a regular basis in the pharmaceutical, biotechnological or medical technology sector; and/or companies, institutions or entities whatever their form, French or foreign, that carry out a significant part of their activity in these sectors. In order to purchase ordinary shares and/or ADSs, potential investors will be required to execute and provide to the Underwriters an investor letter representing that they satisfy the foregoing investor criteria.
The final number of ordinary shares offered, including the number of ordinary shares offered in the form of ADSs, and the subscription price therefor will be decided by the Company's Chief Executive Officer (Directeur Général), in accordance with a sub-delegation granted by the Company's Board of Directors (Conseil d'Administration) on April 3, 2019, further to the favorable opinion of Mr. Michel de Rosen, independent director and Chairman of the Board of Directors; provided, that in no event shall the Company be permitted to issue more than 20% of its share capital outstanding prior to commencement of the global offering.
The global offering will commence immediately and the Company plans to announce the result of the global offering as soon as practicable after pricing thereof in a subsequent press release. The Company plans to use the net proceeds from the global offering, together...
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