Alder BioPharmaceuticals, Inc. Announces Proposed Public Offering of Common Stock and Concurrent Private Placement

BOTHELL, Wash., Feb. 26, 2019 (GLOBE NEWSWIRE) -- Alder BioPharmaceuticals, Inc. (NASDAQ: ALDR), a biopharmaceutical company focused on developing novel therapeutic antibodies for the treatment of migraine, announced today that it intends to offer and sell, subject to market and other conditions, up to $105 million of shares of its common stock in an underwritten public offering. In connection with this offering, Alder expects to grant the underwriters a 30-day option to purchase up to $15.75 million of additional shares of common stock.

Concurrent with the public offering, Alder intends to sell, subject to the consummation of the public offering and other customary conditions, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), up to $20 million of shares of common stock to certain institutional and other accredited investors affiliated with or managed by Redmile Group, LLC at a sale price equal to the price to the public in the public offering. However, the consummation of the public offering is not contingent on the consummation of this concurrent private placement.

Alder intends to use the net proceeds from the public offering and the concurrent private placement, together with other available funds, for the commercialization of eptinezumab up to and through launch and the manufacture of commercial supply for eptinezumab, and may also use net proceeds for future eptinezumab clinical trials, the development of ALD1910 and for working capital and general corporate purposes.

J.P. Morgan, SVB Leerink and Wells Fargo Securities LLC are acting as joint book-running managers for the public offering. RBC Capital Markets is acting as co-manager for the public offering.

A shelf registration statement relating to the public offering was filed with the Securities and Exchange Commission (SEC), and was effective on filing on February 23, 2017.  A preliminary prospectus supplement related to the public offering will be filed with the SEC and will be available on the SEC’s website, located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the public offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; from SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, or by phone at (800) 808-7525, ext. 6132, or by email at syndicate@svbleerink.com; or from Wells Fargo Securities LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York, 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.

The shares of common stock to be sold in the concurrent private placement have not been registered under the Securities Act or under any state securities laws and, unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Certain of the statements made in this press release are forward looking, such as those, among others, relating to Alder’s expectations regarding the completion, timing and size of the public offering and concurrent private placement, its expectations with respect to granting the underwriters a 30-day option to purchase additional shares, its anticipated use of net proceeds from the public offering and concurrent private placement, and the continued development of eptinezumab, and establishment of the commercial drug supply chain. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering or the concurrent private placement on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering or the concurrent private placement. More information about the risks and uncertainties faced by Alder will be included in the section captioned “Risk Factors” in the preliminary prospectus supplement related to the public offering to be filed with SEC and other filings with the SEC from time to time. Alder disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.