Bavarian Nordic Issues Warrants
KVISTGAARD, Denmark, August 22, 2013 - Bavarian Nordic A/S (OMX: BAVA) announced today that the Board of Directors in Bavarian Nordic A/S has decided to award warrants to management, certain employees in the Company and its subsidiaries, and the Board of Directors. The Board decision is made in accordance with the shareholder authorization for the Board of Directors adopted as Article 5b of the Articles of Association and the Company's guidelines regarding incentive programs. The award is made by the Board of Directors and exercise is limited by and governed by the Danish Act on Options for Employees (the Stock Option Act/aktieoptionsloven) regarding termination of employment prior to exercise of warrants.
A total of 550,000 warrants are awarded for subscription of up to 550,000 shares of a nominal value of DKK 10 at an exercise price of DKK 73.9 per share. The exercise price is established as the average share price ("closing price") for the Company's share in a period of 15 business days prior to this day added a 15 % premium. 36,400 of the issued warrants are reissued in accordance with Article 2b and Articles 5n, 5o and 5p of the Articles of Association.
The warrants can be exercised wholly or partly in a period of 14 days commencing from the day of publication of the Company's third quarter announcement for 2016, from the day of publication of the Company's first quarter announcement for 2017, from the day of publication of the Company's third quarter announcement for 2017and/or in a period of 14 days commencing from the day of publication of the Company's first quarter announcement for 2018.
Under this program the Board of Directors will receive a total of 30,000 warrants, CEO & President 40,000 warrants, other members of executive management a total of 90,000 warrants and certain employees in the Company and its subsidiaries, a total of 390,000 warrants.
Referring to the Danish Securities Act, Section 28a it is announced that the following people, obliged to notify the Company of transactions involving Bavarian Nordic securities, are awarded warrants:
Chairman of the Board Asger Aamund (5,000 warrants), other members of the Board of Directors Peter Kürstein (5,000 warrants), Claus Bræstrup (5,000 warrants), Anders Gersel Pedersen (5,000 warrants), Erik G. Hansen (5,000 warrants) and Gerard Van Odijk (5,000 warrants). CEO and President Anders Hedegaard (40,000 warrants), members of executive management Ole Larsen (30,000 warrants), Paul Chaplin (30,000 warrants) and James Breitmeyer (30,000 warrants).
The value of each warrant equals DKK 16.1 and is calculated on the Black-Scholes model with a risk-free interest rate of 0.78 per cent and on the historical volatility of the shares. The calculation is based on a market value of the share of DKK 68.0 per share.
The award of warrants will incur consequential amendments to the Articles of Association.
Chairman of the Board
Anders Hedegaard, President & CEO. Phone +45 23 20 30 64
About Bavarian Nordic
Bavarian Nordic is an international biotechnology company developing and manufacturing novel cancer immunotherapies and vaccines for infectious diseases. Lead product candidates are PROSTVAC®, an immunotherapy product candidate for advanced prostate cancer that is the subject of an ongoing pivotal Phase 3 clinical trial and IMVAMUNE, a non-replicating smallpox vaccine candidate in Phase 3 development, which is being developed and supplied for emergency use to the U.S. Strategic National Stockpile under a contract with the U.S. Government. IMVAMUNE is approved in the European Union under the trade name IMVANEX.
Bavarian Nordic's shares are listed on NASDAQ OMX Copenhagen under the symbol BAVA (Reuters: BAVA.CO, Bloomberg: BAVA.DC). The company has a sponsored Level 1 ADR program listed in the US (OTC) under the symbol BVNRY.
For more information, visit www.bavarian-nordic.com.
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. 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.
Company Announcement no. 18 / 2013