Full Press Release Details
| 6, Rue Alain Bombard
44800 Saint-Herblain,
Valneva Announces the Pricing of 102.9
Million Global Offering of American Depositary Shares and Ordinary Shares
Saint Herblain (France), September 29,
2022 - Valneva SE (Nasdaq: VALN; Euronext Paris: VLA) (the "Company"), a specialty vaccine company, announced
today the pricing of 21,000,000 ordinary shares in a global offering to specified categories of investors comprised of a public
offering of 375,000 American Depositary Shares ("ADSs"), each representing two ordinary shares, in the United States
(the "U.S. Offering") and a concurrent private placement of 20,250,000 ordinary shares in certain jurisdictions outside
of the United States (the "European Private Placement" and together with the U.S. Offering, the "Global Offering").
As a result of excess demand, the Company
upsized the issuance from a previously announced anticipated amount of $40 million. The aggregate gross proceeds are therefore
expected to be approximately 102.9 million, equivalent to approximately $99.9 million based on the exchange rate of 1.00
= $0.9706, the exchange rate reported by the European Central Bank on September 29, 2022, before deducting underwriting commissions
and estimated expenses payable by the Company.
All securities to be sold in the Global
Offering will be offered by the Company. The ADSs are listed on the Nasdaq Global Select Market under the ticker symbol "VALN"
and the ordinary shares are listed on the regulated market of Euronext Paris ("Euronext Paris") under the symbol "VLA."
Goldman Sachs, Jefferies, Guggenheim Securities
and Bryan, Garnier & Co. are acting as joint bookrunners for the Global Offering (together, the "Underwriters").
Pricing of the Global Offering and Discount
The offering price was set at 4.90
per ordinary share, corresponding to a price of $9.51 per ADS.
The offering price of the ordinary shares
represents a discount of 3.92% from the closing price on September 29, 2022 and of 8.39% from the reference price determined by
the Company pursuant to the 24th resolution of the Company's annual combined general meeting held on June 23, 2022. The reference
price determined by the Company is the volume weighted average price of the Company's ordinary shares on the regulated market
of Euronext in Paris over the last three consecutive trading days preceding the determination of the offering price (i.e. September
27, 2022 to September 29, 2022), as chosen by the Company's Management Board.
Type of Global Offering - Capital
increase without shareholders' preferential subscription rights reserved to a category of purchasers
The ordinary shares will be issued through
a capital increase without shareholders' preferential subscription rights and for the benefit of a specified category of
persons within the meaning of Article L.225-138 of the French Commercial Code (Code de commerce) authorized by the decisions
of the meetings of the Supervisory Board and Management Board held on September 29, 2022 and pursuant to the 24th resolution of
the Company's annual combined general meeting held on June 23, 2022. Under the authority granted by the shareholders in the
24th resolution, the ordinary shares could only be purchased initially by (i) natural persons and legal entities, including companies,
trusts or investment funds, organized under French or foreign law, that routinely invest in the pharmaceutical, biotechnological
or medical technology sectors; and/or (ii) companies, institutions or entities of any type, French or foreign, that do a significant
part of their business in the pharmaceutical, cosmetic, chemical or medical devices and/or technologies or research in these sectors.
In order to purchase ordinary shares in the Global Offering, potential investors were required to execute and provide to the Underwriters
an investor letter representing that they satisfy the foregoing investor criteria.
Deep Track Capital, a new shareholder of
the Company, has agreed to purchase an aggregate of approximately 50.06% of the total number of ordinary shares (including in the
form of ADSs) to be sold in the Global Offering. The remaining ordinary shares sold in the Global Offering were primarily purchased
by the Company's existing U.S. and European investors. Bpifrance Participations S.A., an existing shareholder of the Company,
has agreed to purchase approximately 4.86% of the total number of ordinary shares (including in the form of ADSs) to be sold in
the Global Offering. On this basis, after completion of the Global Offering, Bpifrance Participations S.A. and Deep Track Capital
will hold approximately 6.97% and 7.60%, respectively, of the share capital of the Company.
The European Private Placement was open
only to qualified investors as such term is defined in article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of June 14, 2017.
Estimated Proceeds from the Global Offering
The gross proceeds of the sale of 21,000,000
ordinary shares (including in the form of ADSs) in the Global Offering are expected to be approximately $99.9 million ( 102.9
million). The Company estimates that the net proceeds of the Global Offering will be approximately $93.1 million ( 96.0 million),
after deducting approximately $6.0 million ( 6.2 million) in underwriting commissions and approximately $0.7 million ( 0.8
million) in offering expenses.
The Global Offering is subject to an underwriting
agreement covering the entirety of the Global Offering. The underwriting agreement was entered into on September 29, 2022 in connection
with the determination of the Global Offering Price.
The underwriting agreement does not constitute
a "garantie de bonne fin" within the meaning of Article L. 225-145 of the French Commercial Code (Code de commerce).
Reasons for the Offering - Use
The Company expects to use the net proceeds
from the Global Offering as follows: approximately 50% to finance the co-development and marketing of its vaccine candidate against
Lyme disease (VLA15); approximately 40% to finance the development and marketing of its vaccine candidate against the chikungunya
virus (VLA1553); approximately 5% to finance the development of two of its preclinical vaccine candidates, VLA1554 and VLA2112;
and the remaining 5% for working capital and for general corporate purposes.
As of June 30, 2022, the Company had cash
and cash equivalents of 336.2 million. The Company believes its cash and cash equivalents, together with the net proceeds
of the Global Offering of approximately $93.1 million ( 96.0 million), will be sufficient to fund its operations through at
least the end of 2024.
The 21,000,000 ordinary shares (including
in the form of ADSs) issued in the Global Offering will represent a dilution of approximately 17.9% of the share capital of the
Company. On an illustrative basis, a shareholder holding 1% of Valneva's capital before the Global Offering will now hold
Terms and Conditions of the Securities
to be Issued - Closing and Delivery
The closing and delivery of the Global
Offering will occur, on or about October 4, 2022.
The ordinary shares offered in the Global
Offering, including those underlying ADSs, will be subject to an application for admission to trading on Euronext Paris (Compartment
B) on the same trading line as the existing shares under the same ISIN code FR0004056851 and under the ticker "VLA"
and are expected to be admitted to trading on October 4, 2022.
The Company has filed a shelf registration
statement on Form F-3 relating to the ADSs and ordinary shares in the Global Offering with the U.S. Securities and Exchange Commission
("SEC") on August 12, 2022 which was declared effective on August 19, 2022. The offering is being made only by means
of a prospectus and copies of the prospectus relating to and describing the terms of the Global Offering may be obtained from Goldman
Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 866-471-2526, facsimile:
212-902-9316, e-mail: prospectus-ny@ny.email.gs.com or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, 2nd Floor, New York, NY 10022, or by telephone at +1 877 821 7388 or by email at Prospectus_Department@Jefferies.com.
Application will be made to list the new
ordinary shares to be issued pursuant to the Global Offering on Euronext Paris pursuant to a listing prospectus (the "Listing
Prospectus") subject to the approval by the Autorit des March s Financiers ("AMF") and comprising
(i) the 2021 universal registration document filed with the AMF on March 23, 2022 (document d'enregistrement universel
2021) under number D. 22-0140 (the "2021 URD"), as completed by an amendment to the 2021 universal registration
document to be filed with the AMF on September 30, 2022 (the "Amendment") and (ii) a securities note (Note d'op ration)
(the "Securities Note"), including (iii) a summary of the prospectus. Copies of the Company's 2021 URD, as amended,
will be available free of charge on the Company's website. The Listing Prospectus will be published on the Company's
website and on the AMF's website (www.amf-france.org).