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Wilson Therapeutics announces initial public offering on Nasdaq Stockholm

Apr 29, 2016

Wilson Therapeutics AB (publ) (“Wilson Therapeutics” or the “Company”), HealthCap, Abingworth, MVM Life Science Partners and NeoMed (the “Main Shareholders”) have, in order to promote Wilson Therapeutics’ continued development of Decuprate® and the expansion of the Company’s operations, decided to broaden the shareholder base through a new share issue (the “Offering”). The board of directors of Wilson Therapeutics has also applied for the Company’s shares to be admitted to trading on Nasdaq Stockholm’s main market. Nasdaq Stockholm has approved the Company’s application subject to customary conditions. Expected first day of trading of the Company’s shares is 12 May 2016. Today, the Company announces the prospectus as well as the price range and other terms and conditions for the Offering.

Wilson Therapeutics in brief

Wilson Therapeutics is a biopharmaceutical company, based in Stockholm, Sweden that develops novel therapies for patients with rare diseases. Wilson Therapeutics’ product, Decuprate®, is initially being developed as a novel treatment for Wilson Disease and is currently in a Phase II clinical study in Wilson Disease patients.

Wilson Disease is a rare genetic disease that causes serious copper poisoning. The genetic defect causes excessive copper accumulation in the body’s organs, primarily in the liver and/or the central nervous system and the disease results in life threatening damage if not treated. Wilson Disease affects approximately one in every 30,000 people worldwide, corresponding to a prevalence of approximately 10,000 patients in the United States and 15,000 patients in the EU.

Although therapies are available for the treatment of Wilson Disease they remain suboptimal. Significant unmet medical needs still exist with respect to these current therapies in terms of their efficacy, side effect profile and patient convenience. The active ingredient in Decuprate®, tetrathiomolybdate, is a first-in-class de-coppering agent with a unique mechanism of action that is expected to provide several advantages over existing therapies, such as: a fast removal of copper leading to improved response rates, an improved safety and tolerability profile and a simplified dosing regimen for improved treatment compliance. Decuprate® has been granted Orphan Drug Designation for the treatment of Wilson Disease in the United States and the EU.

In addition to its efficacy in Wilson Disease, tetrathiomolybdate has shown potential in other orphan indications. There are, for example, pre-clinical data showing that tetrathiomolybdate has positive effects in a mouse model of SOD1-fALS, an aggressive form of ALS (amyotrophic lateral sclerosis) where the mortality rate is 100 percent.

The Offering

  • The Offering is composed of an offering to the general public in Sweden and an offering to qualified institutional investors.
  • The Offering comprises not more than 8,085,106 new shares in Wilson Therapeutics, corresponding to SEK 380 million.
  • The Company retains the right to extend the Offering with not more than 795,560 additional new shares, corresponding to SEK 37.4 million and an increase of 9.8 percent of the number of shares in the Offering.
  • Furthermore, the Company has issued an over-allotment option of not more than 1,332,100 new shares, corresponding to SEK 62.6 million and not more than 15.0 percent of the total number of shares in the Offering (the “Over-allotment Option”).
  • If the Offering is fully extended and the Over-allotment Option is fully utilized, the Offering will comprise not more than 10,212,766 new shares, corresponding to a total value of not more than SEK 480 million, before issue expenses.
  • The final price in the Offering will be established through a book-building procedure and is expected to be set within the range of SEK 47 – 59 per share (the “Offering price”), resulting in a market capitalization of Wilson Therapeutics of approximately SEK 1,271 – 1,473 million, provided that the Offering is fully subscribed, the Offering is fully extended and the Over-allotment Option is fully utilized. The Offering price is expected to be announced by way of a press release on 12 May 2016.
  • The Main Shareholders have committed to be Cornerstone Investors in the Offering and have committed, subject to certain conditions, to subscribe for shares in the Offering corresponding to a total amount of SEK 64.8 million. Provided that the Offering is fully extended, the Over-allotment Option is fully utilized and that the Offering Price corresponds to the midpoint of the price range (SEK 53), the undertakings comprise 1,222,643 shares, corresponding to 13.5 percent of the shares in the Offering.
  • A prospectus with full terms and conditions is published today 29 April 2016.
  • The subscription period for the general public is expected to be 2-10 May 2016 and the subscription period for institutional investors is expected to be 2-11 May 2016.
  • The first day of trading on Nasdaq Stockholm is expected to be 12 May 2016 and the shares will trade under the ticker “WTX”.
  • The expected settlement day of the Offering is 16 May 2016.
  • The Offering is conditional upon the new share issue within the Offering raising a minimum amount of SEK 200 million after deduction of costs related to the Offering.

Jonas Hansson, CEO of Wilson Therapeutics comments:

“Wilson Disease is a fatal, orphan disease where there has been no innovation since the 1960s. It is well-recognized that a significant unmet medical need exists as the available drugs are associated with substantial side effects as well as a complicated treatment regimen with dosing up to five times per day. Based on preliminary data from our clinical Phase II study and from previous clinical studies with the active ingredient of our product candidate Decuprate®, involving more than 500 patients in total, I am fully convinced that Decuprate® has the potential to offer an efficacious and well-tolerated, once-daily treatment for patients with Wilson Disease. We have a clear strategy for developing Decuprate® towards registration and market launch. The planned IPO is an important step in the realization of these plans and will secure the financing needed to take Decuprate® all the way to the market.”

Background and reasons

Since its foundation in 2012, Wilson Therapeutics has been committed to the development of Decuprate®, a first-in-class copper lowering agent with the potential to address the significant medical needs in Wilson Disease.

Decuprate® is currently being evaluated in an open label, non-comparator Phase II study and the preliminary data from the ongoing study are positive and support the Company’s current development plan. The Company is of the opinion that the development of Decuprate® is de-risked compared with other pharmaceutical development programs in Phase II because the active pharmaceutical ingredient, tetrathiomolybdate (formulated in different salts), has previously been exposed to more than 500 patients, including approximately 120 with Wilson Disease. Wilson Therapeutics has prepared a detailed plan for how to develop Decuprate® further, from the ongoing Phase II study, through the confirmatory Phase III program, towards registration and future market launch.

The Main Shareholders and the board of directors of Wilson Therapeutics support the Company’s current strategy to develop, register and commercialize Decuprate®, initially in the United States and the EU. As the Company is approaching the initiation of the confirmatory Phase III program for Decuprate®, the Major Shareholders and the board of directors of the Company believe the time has come to apply for the Company’s shares to be listed on Nasdaq Stockholm. A listing of the Company’s shares will allow the Company to further strengthen and diversify its shareholder base and access the Nordic and global capital markets. The Main Shareholders have a strong belief in the Company’s ability to develop Decuprate® up to registration and intend to continue their involvement in the Company through board representation and participation in the Offering.

To secure funding of the development program for Decuprate® and the below-stated objectives, the Company has decided to carry out a new share issue in connection with the listing on Nasdaq Stockholm. Assuming that the Offering is fully subscribed, the gross proceeds will amount to SEK 380 million, before issue expenses. In the event the Offering is fully extended and the Over-allotment Option fully exercised, the gross proceeds are estimated to amount to additionally SEK 100 million, in total SEK 480 million, before issue expenses. The Company intends to use such proceeds in the following order of priority and with the approximate percentage of the issue proceeds stated.

  • Completion of the development program in Wilson Disease in order to register Decuprate® in the United States and the EU: 75–80 percent.
  • Activities to prepare for a future launch of Decuprate® in Wilson Disease, including administrative expenses: 20–25 percent.
  • Evaluation of Decuprate’s® benefits in patients with SOD1-fALS and other indications: 2–5 percent.

The proceeds from the Offering, combined with cash resources at hand, will strengthen the Company’s financial position and are, assuming that the Offering is fully subscribed and extended and that the Over-allotment Option is fully exercised, estimated to be sufficient to continue developing Decuprate® through clinical development and to potential receipt of marketing approvals in the United States and the EU for the treatment of Wilson Disease.

In the event the Offering is fully subscribed, but the Offering is not extended and the Over-allotment Option is not exercised, the proceeds from the Offering, combined with cash resources at hand, are estimated to be sufficient to take Decuprate® through clinical development for Wilson Disease, however not through to potential receipt of marketing approvals in the United States and the EU.

Prospectus and application forms

A prospectus, containing complete terms and conditions of the Offering, is made public today. The prospectus and application forms can be obtained from Carnegie’s offices, as well as ordered from Wilson Therapeutics. The prospectus is also available on Wilson Therapeutics’ website (www.wilsontherapeutics.com), ABG Sundal Collier’s website under the section for ongoing transactions (www.abgsc.com), Carnegie’s website for ongoing offerings (www.carnegie.se/om-carnegie/kontakt/pagaende-erbjudanden), DNB Markets’ website for ongoing offerings (www.dnb.no/emisjoner) as well as Avanza’s website (www.avanza.se). Application forms will also be available on the above stated websites of Wilson Therapeutics and Carnegie. Applications can also be made via Avanza.

Indicative timetable

Application period for the general public in Sweden:             2 – 10 May 2016
Application period for institutional investors:                          2 – 11 May 2016
Announcement of the final Offering price and
first day of trading on Nasdaq Stockholm:                             12 May 2016
Settlement day:                                                                      16 May 2016

Advisors

ABG Sundal Collier AB, Carnegie Investment Bank AB (publ) and DNB Markets, a part of DNB Bank ASA, are acting as Joint Global Coordinators and Joint Bookrunners in the Offering. Vinge law firm is legal advisor to the Company. Hammarskiöld & Co is legal adviser to the Joint Global Coordinators and Joint Bookrunners.

For more information contact:

Jonas Hansson, CEO
Tel: +46 (0)70 944 18 77
Email: jonas.hansson@wilsontx.eu

Anders Martin-Löf, CFO
Tel: +46 (0)70 683 79 77
Email: anders.martin-lof@wilsontx.eu

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Wilson Therapeutics AB (publ) in any jurisdiction where such offer or sale would be unlawful.

In any EEA Member State, other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This document and the information contained herein is not for distribution in or into the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any 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”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared in accordance with the Prospectus Directive has been published and is held available at www.wilsontherapeutics.com. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

Forward-looking statements

This communication contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates, including with respect to prospects for pharmaceutical treatments and studies, including Decuprate®. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.