Bavarian Nordic Launches Share Buy-Back Program to Hedge Incentive Scheme Obligations
COPENHAGEN, Denmark, May 26, 2016 – Bavarian Nordic A/S (OMX: BAVA, OTC: BVNRY) announced today that its Board of Directors has decided to launch a share buy-back program, under which the Company intends to buy back 11,144 of its own shares. The purpose of the share buy-back program is to meet the Company’s obligations arising from the share-based incentive program for the Executive Management. In March 2016, the Board of Directors decided to postpone the payment of half of the achieved cash bonus for members of the Executive Management for 3 years, converting the postponed bonus into restricted stock units to further increase the long-term shared interests between the Executive Management and the Company’s shareholders. See company announcement no. 5 / 2016 for further details.
The share buy-back program is initiated pursuant to the authorization granted at the annual general meeting on April 20, 2016, according to which the Company is may purchase up to 10 % of the Company's share capital for the time being.
The share buy-back program will be executed in accordance with the provisions in European Commission Regulation (EC) No. 2273/2003 of 22 December 2003 (the Safe Harbour Regulation), which protects listed companies against infringement of legislation on insider trading in connection to share buy-back programs.
Bavarian Nordic A/S has appointed Nordea Bank Danmark A/S Lead Manager of the program. Nordea Bank Danmark A/S will buy back shares on behalf of Bavarian Nordic A/S and make decisions on trading with Bavarian Nordic A/S' shares independently and without influence of Bavarian Nordic A/S.
The program will be implemented in accordance with the authorization within the following scope:
- A maximum of 11,144 shares will be bought back under the program.
- The maximum consideration for Bavarian Nordic A/S-shares bought back within the duration of the program is DKK 4,000,000. However, based on yesterday’s closing price of Bavarian Nordic’s share on Nasdaq Copenhagen A/S, the total consideration is expected to be in the level of DKK 2.9 million.
- The program terminates at the latest on 2 June 2016.
- The maximum number of shares, which shall be purchased per trading day, will amount at a value of 25% of the average daily volume of shares in the Company traded on Nasdaq Copenhagen A/S in the preceding 20 trading days.
- The shares cannot be purchased at a market value, which is higher than the following two market values:
- The market value of the last independent trade.
- The market value of the highest current independent bid on Nasdaq Copenhagen A/S.
Bavarian Nordic A/S may terminate the program at any time. If the Company determines to terminate the program, the Company shall give notice hereof.
The Company will when the program has terminated give notice about the transactions, which are conducted pursuant to the program.
About Bavarian Nordic
Bavarian Nordic is a fully integrated biotechnology company focused on the development, manufacturing and commercialization of cancer immunotherapies and vaccines for infectious diseases, based on the Company’s live virus vaccine platform. Through long-standing collaborations, including a collaboration with the U.S. government, Bavarian Nordic has developed a portfolio of vaccines for infectious diseases, including the non-replicating smallpox vaccine, IMVAMUNE®, which is stockpiled for emergency use by the United States and other governments. The vaccine is approved in the European Union (under the trade name IMVANEX®) and in Canada. Bavarian Nordic and its partner Janssen are developing an Ebola vaccine regimen, which has been fast-tracked, with the backing of worldwide health authorities, and a vaccine for the prevention and treatment of HPV. Additionally, in collaboration with the National Cancer Institute, Bavarian Nordic has developed a portfolio of active cancer immunotherapies, including PROSTVAC®, which is currently in Phase 3 clinical development for the treatment of advanced prostate cancer. The company has partnered with Bristol-Myers Squibb for the potential commercialization of PROSTVAC. For more information visit www.bavarian-nordic.com or follow us on Twitter @bavariannordic.
This announcement includes forward-looking statements that involve risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements include statements concerning our plans, objectives, goals, future events, performance and/or other information that is not historical information. All such forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, except as required by law.
Rolf Sass Sørensen
Vice President Investor Relations (EU)
Tel: +45 61 77 47 43
Vice President Investor Relations (US)
Tel: +1 978 341 5271
Company Announcement no. 18 / 2016