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Route de la Corniche 3B
A.T. Holdings II S rl
Road Town, Tortola, BVI VG1110
This letter agreement (the "Letter Agreement")
is entered into between ADC Therapeutics SA, a soci t anonyme domiciled in Epalinges, Switzerland, and organized under
the laws of Switzerland (the "Company") and A.T. Holdings II S rl, a limited liability corporation (soci t
responsabilit limit e) organized under the laws of Switzerland (the "Shareholder").
WHEREAS, the Shareholder intends to sell at least
12 million common shares, nominal value CHF 0.08 per share, of the Company (the "Auven Shares") in an underwritten,
registered direct offering led by Jefferies LLC (the "Lead Underwriter") pursuant to an underwriting agreement to be
entered into with the Lead Underwriter (the "Underwriting Agreement") and registered with the United States Securities
and Exchange Commission (the "Offering"), preceded by a wall cross of select investors;
WHEREAS, in connection with the Offering, the Shareholder
desires the Company's cooperation and support in respect of the registration, marketing and selling of the Auven Shares;
WHEREAS, the parties hereto desire to enter into
this Letter Agreement to govern certain of their rights, duties and obligations in connection with the Offering; and
NOW, THEREFORE, to induce the Company to enter
into this Letter Agreement and in consideration of the covenants and agreements contained herein, the sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
Section 1. Company Cooperation. Solely
in connection with the Offering, the Company shall use commercially reasonable efforts to effect the registration of the Auven Shares
by means of the filing of a prospectus supplement (the "Prospectus") to the prospectus contained in the Company's
existing, effective shelf registration statement on Form F-3 ASR (File No.: 333-256807) (the "Registration Statement").
In addition, in connection with the Offering:
Company shall (i) cause a prospectus supplement to be filed pursuant to Rule 424 under the Securities Act of 1933 (the "Securities
Act") and (ii) comply with the provisions of the Securities Act with respect to the disposition of the Auven Shares in the Offering
as presented in the Prospectus by the Shareholder.
Company shall furnish to the Shareholder and its legal counsel such number of copies of the Prospectus and all amendments and supplements
thereto and such other documents as the Shareholder may reasonably request in order to facilitate the disposition of the Auven Shares;
provided that the Company may provide any such copies in electronic form only.
the commencement of the Offering and through the closing of the Offering, as promptly as practicable after becoming aware of such event,
the Company shall (i) notify the Shareholder of the happening of any event, of which the Company has knowledge, as a result of which the
prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) use its commercially reasonable
efforts to promptly prepare a supplement or amendment
to any Registration Statement to correct such untrue statement or omission, and (iii) deliver such number of copies of such supplement
or amendment to the Shareholder as the Shareholder may reasonably request.
Company shall use its commercially reasonable efforts during the Offering to prevent the issuance of any stop order or other suspension
of effectiveness of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order as promptly as
reasonably practicable, and to notify each the Shareholder of the issuance of such order and the resolution thereof, in each case as promptly
as reasonably practicable.
Company shall permit legal counsel of the Shareholder to review the Prospectus a reasonable period of time prior to its filing with the
U.S. Securities and Exchange Commission (the "SEC") and not file any documents in a form to which the Shareholder's
legal counsel reasonably objects; provided that notwithstanding the foregoing, in no event shall the Company be (i) required to file any
document with the SEC which in the view of the Company or its counsel contains any untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make any statement therein not misleading or (ii) prohibited from filing
any document with the SEC which the Company or its counsel reasonably believes to be required by law to be so filed.
connection with the Offering, the Company and the Shareholder shall enter into customary agreements (including an underwriting agreement
in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of the
Auven Shares in the Offering, including reasonable management participation in the marketing of the Offering.
Section 2. Shareholder Cooperation.
In connection with the Offering:
shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Letter Agreement with respect
to the Auven Shares that the Shareholder shall furnish to the Company such information regarding itself and the Auven Shares as shall
be reasonably required to effect the registration of the Auven Shares and shall execute such documents in connection with such registration
as the Company may reasonably request. The Company shall notify the Shareholder of the information the Company requires from the Shareholder.
Any such information furnished in writing to the Company by or on behalf of the Shareholder expressly for inclusion in the Prospectus
or any free writing prospectus shall not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
1(c), the Shareholder will immediately discontinue disposition of the Auven Shares until the Shareholder's receipt of the copies
of the supplemented or amended prospectus.
to any wall cross or confidential marketing in connection with the Offering, the Shareholder shall, and shall cause the Lead Underwriter,
to take commercially reasonable efforts to consult with the Company as to the identity of any proposed investors to participate in the
Offering. The Shareholder agrees and acknowledges that no potential investors in the Offering may be contacted for the purpose of participating
in the Offering by the Shareholder, or its agents, including the Lead Underwriter, without the Company and the Shareholder agreeing on
a list of investors and only such investors shall be contacted. The Company shall have the right to indicate those investors who are new
or unknown to the Company with which the Company will need a meeting ahead of the Shareholder determining whether such investors will
receive an allocation; provided that the Company shall not be entitled to an in-person meeting if any such new or unknown investor is
available for a meeting by telephone, internet, video, Zoom or any other means of technological communication, which such other means
of technological communication shall, in addition to an in-person meeting, constitute a "meeting" for purposes of this Section
2(c). If after any such meeting, the Company does not approve of such investor(s) (such approval not to be unreasonably withheld), the
Shareholder agrees that each such investor(s) shall not receive an allocation of Auven Shares when the Shareholder, in consultation with
the Lead Underwriter, determines a final allocation list. Subject to the foregoing sentence, the Company agrees and acknowledges that
the Shareholder will determine the final allocation of Auven Shares in consultation with the Lead Underwriter and that no persons other
the Lead Underwriter and the Shareholder will be authorized to speak with investors about allocations. The Company shall have the right
to make recommendations with respect to any such allocations.
Section 3. Lock-up Agreement. (i)
The Shareholder hereby agrees that, without the prior written consent of the Company, it will not, and will not publicly disclose an intention
to, during the period commencing on the date hereof and ending 365 days after the date of the final prospectus related to the Offering
(the "Restricted Period") (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any common shares, nominal value CHF 0.08 per share (the "Common Shares") beneficially owned (as such
term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), by the Shareholder
or any other securities so owned convertible into or exercisable or exchangeable for Common Shares, or (2) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares,
whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities,
in cash or otherwise. The foregoing sentence shall not apply to:
that in the case of any transfer, disposition or distribution (i) pursuant to clause (a), each transferee shall sign and deliver a lock-up
letter substantially in the form of this Section 3, (ii) pursuant to clause (b), each transferee or distributee shall sign and deliver
a lock-up letter substantially in the form attached as Exhibit A and (iii) pursuant to clause (a), (b) or (c), no public
announcement or filing under Section 16(a) or Section 13 of the Exchange Act (or its foreign equivalent), reporting a reduction in beneficial
ownership of Common Shares, shall be required or shall be voluntarily made during the Restricted Period, other than any Schedule 13D,
Form 4 or Form 5 that is required to be filed under the Exchange Act (or its foreign equivalent) that indicates by footnote disclosure
or otherwise the nature of the transfer or disposition, including, in the case of clause (a) or (b), that each transferee or distribute
has signed and delivered a lock-up letter substantially in the form of this Section 3 or attached as Exhibit A, as applicable;
16(a) of the Exchange
Act (or its foreign equivalent) during the Restricted Period, the Shareholder shall provide the Company prior written notice informing
For purposes of this Letter Agreement, "Change
of Control" shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transactions