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.