Heidelberg Pharma and Huadong Announce Strategic Partnership, Including Equity Investment

DGAP-Ad-hoc: Heidelberg Pharma AG / Keyword(s): Alliance
Heidelberg Pharma and Huadong Announce Strategic Partnership, Including Equity Investment

27-Feb-2022 / 13:11 CET/CEST
Disclosure of privileged information according to. in Article 17 MAR of Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Ad hoc announcement – Privileged information pursuant to article 17 MAR

Heidelberg Pharma and Huadong Announce Strategic Partnership, Including Equity Investment

Heidelberg Pharma grants Huadong an exclusive license to develop and commercialize HDP-101 and HDP-103 in Asia[1] (excluding Japan), plus exclusive opt-in rights for two other pipeline candidates, with a total transaction value of up to 930 million USD (825 million EUR)

– Huadong will also participate in a rights issue and acquire a percentage of current stakes from existing shareholders, including dievini[2]for a total of 105 million euros

– Huadong will become the second largest shareholder; dievini remains the main shareholder

– Heidelberg Pharma plans rights issue of up to 80 million euros at 6.44 euros per share

– Conference call on Monday 28and February 2022 at 1:00 p.m. CET

Ladenburg, Germany, February 27, 2022 – Heidelberg Pharma AG (FSE: HPHA) and Huadong Medicine Co., Ltd., Hangzhou, China, (SZ 000963; Huadong) announced today that the companies have entered into a strategic partnership with the signing of an exclusive license agreement as well as an investment agreement. The agreements were made with wholly-owned subsidiaries of Huadong, one of China’s leading pharmaceutical companies specializing in oncology research, development and commercialization and ADC.

The strategic partnership includes the following agreements:

ATAC(R) license agreement

Heidelberg Pharma has granted Huadong exclusive development and commercialization rights for HDP-101 (BCMA-ATAC) and HDP-103 (PSMA-ATAC) for Asia1 and is eligible to receive an upfront payment of USD 20 million (EUR 17.5 million) and milestone payments of up to USD 449 million (EUR 400 million), as well as tiered royalties ranging from single to double digit percentages for each candidate.

– Heidelberg Pharma has granted Huadong an exclusive option for pre-IND research candidates HDP-102 (CD37-ATAC) and HDP-104 (undisclosed target) in Asia1 with a total deal value of up to $461 million (€410 million), plus tiered royalties ranging from single- to double-digit percentages for each nominee.

– Huadong also has the right of first negotiation to terminate the next two ATACs(R) candidates for Asia1.

– Huadong becomes Heidelberg Pharma’s strategic product development partner in Asia.

investment agreement

Huadong intends to take a stake in Heidelberg Pharma for a total amount of 105 million euros, representing 35% of the total shares outstanding after the transaction, consisting of a rights issue and a transfer of shares as indicated below.

– Heidelberg Pharma plans a capital increase in the form of a rights issue of up to 80 million euros, issuing up to 12,408,649 shares at 6.44 euros per share, the price of the last financing round in April 2021. The rights issue is based on a prospectus and uses authorized capital. Approval of the rights offering prospectus by the BaFin[3] will be released pending the granting of all other necessary regulatory approvals. Further details on the capital increase will be published in due course.

– Huadong plans to acquire up to 26% of outstanding Heidelberg Pharma shares through the rights offering. To achieve this percentage, major shareholder Dievini and related entities have agreed to transfer their subscription rights to Huadong, and Huadong will assume all unsubscribed shares under the rights issue. Huadong will buy back from dievini the necessary number of existing shares to reach 35% of the total outstanding shares following the capital increase.

– The acquisition of shares by Huadong is subject to certain closing conditions, such as permission for foreign trade, exemption of Huadong from the obligation to make a mandatory offer by BaFin, as well as investment approval Foreign Direct (ODI) required by Chinese law.

– Closing conditions must generally be satisfied until the 27thand August 2022 (long shutdown date). If the necessary public permissions have not been granted by 27and July 2022, Huadong has the right to extend the long shutdown date to 27and October 2022, on the condition that Huadong grants the Company a 12-month loan in the amount of 10 million euros at the prevailing market interest rate. dievini would also provide a loan to the Company on the same terms as the loan from Huadong, as part of the financing commitment by dievini announced on 17and February 2022.

– If the approvals are not granted by the long cut-off date, no shares will be issued or acquired by Huadong. However, dievini could consider participating in the capital increase and exercising part of its subscription rights to partially or totally fulfill its financing commitment announced on 17and February 2022.

[1] Asia (excluding Japan, India, Pakistan, Sri Lanka): People’s Republic of China, Hong Kong, Macau, Taiwan, South Korea, Indonesia, Singapore, Philippines, Thailand, Bangladesh, Bhutan, Brunei, Myanmar, Cambodia, Laos, Malaysia , Maldives, Mongolia, Nepal and Vietnam
[2] dievini Hopp BioTech holding GmbH & Co. KG
[3] Bundesanstalt für Finanzdienstleistungsaufsicht (Federal Financial Supervisory Authority)


Information and explanations from the issuer to this news:

Invitation to the conference call

Heidelberg Pharma will host a conference call and live audio webcast to discuss the new partnership on Monday 28and February 2022, at 1:00 p.m. CET, which will include a Q&A session. Participants can ask questions over the phone or online via the Q&A chat window.

To join the conference call by phone, participants can pre-register and will receive dedicated login credentials to easily and quickly access the call:

https://services.choruscall.de/DiamondPassRegistration/register?confirmationNumber=2478601&linkSecurityString=516bcba02

Alternatively, those who have not pre-registered can enter the operator-assisted conference by dialing one of the following numbers:

Germany: +49 (0) 69 566 037000
UK: +44 (0) 203 059 58 69
USA: +1 760 294 1674

To access the live audio webcast online, please use the following link: https://services.choruscall.com/mediaframe/webcast.html?webcastid=7e9glHUV

About Heidelberg Pharma
Heidelberg Pharma AG is a biopharmaceutical company based in Ladenburg, Germany. It is a specialist in oncology and the first company to develop the Amanitin toxin in cancer therapies. The proprietary technology platform is applied to develop the Company’s proprietary therapeutic ATACs as well as in collaborations with third parties. The lead proprietary candidate HDP-101 is an ATAC BCMA in clinical development for multiple myeloma. HDP-102, a CD37 ATAC for non-Hodgkin’s lymphoma and HDP-103, a PSMA ATAC for metastatic castration-resistant prostate cancer, are in preclinical testing.

Heidelberg Pharma AG is listed on the Frankfurt Stock Exchange: ISIN DE000A11QVV0/ WKN A11QVV / Symbol HPHA. More information is available at http://www.heidelberg-pharma.com/.

About Huadong Medicine
Huadong Medicine Co.,Ltd. (SZ.000963) is a leading Chinese pharmaceutical company based in Hangzhou, China. Founded in 1993, Huadong Medicine has fully integrated R&D, manufacturing, distribution, sales and marketing capabilities. Huadong Medicine’s product portfolio and pipeline specializes in oncology, immunology, nephrology and diabetes. The company has 11,000 employees and one of the broadest sales and marketing coverage capabilities in China. “Patient-centered, science-oriented” is the value of Huadong Medicine. For more information, please visit www.eastchinapharm.com/en.

Contact
Heidelberg Pharma AG
Business communication
Sylvia Wimer
Phone. : +49 89 41313829
E-mail: [email protected]

Contact Huadong
Bo Chen
Tel: +86 571 8990 3300
Email: [email protected]

IR/RP support
MC Services AG
Katja Arnold (CIRO)
Managing Director & Partner
Phone. : +49 89 21022840
Email: [email protected]

Disclaimer for Heidelberg Pharma
This communication contains certain forward-looking statements relating to the business of the Company, which can be identified by the use of forward-looking words such as “estimates”, “believes”, “expects”, “may”, “will”, “will”. should ”, ‘future’, ‘potential’ or similar expressions or by a general discussion of the Company’s strategy, plans or intentions. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results of operations, financial condition, performance or achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, potential investors and partners are cautioned not to place undue reliance on these forward-looking statements. Heidelberg Pharma disclaims any obligation to update these forward-looking statements to reflect future events or developments.


February 27, 2022 CET/CEST DGAP distribution services include regulatory announcements, financial/corporate news and press releases.
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