ADC Therapeutics grants Redmile preemptive rights up to 20% ownership threshold

ADC Therapeutics SA

Agreement preserves Redmile's preemptive and advance subscription rights if group holds ≤20% of share capital.
If group exceeds 20%, board must find no change-of-control intent to keep rights intact; else rights may be restricted.
Redmile caps aggregate voting rights at 15% of share capital unless otherwise mutually agreed.
Agreement terminates upon removal of 20% clauses, 5 years if ownership <20%, redomiciliation, >30% ownership, or change-of-control finding.
Redmile currently owns ~18.93% of shares and has confirmed no present intention to effect a change of control.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ADC Therapeutics SA entered into Redmile Agreement with Redmile Group, LLC (effective 2024-01-18).

Action: entry
Counterparty: Redmile Group, LLC
Effective: 2024-01-18

Exact text from the filing

On January 18, 2024, ADC Therapeutics SA (the “Company”) entered into an agreement (the “Redmile Agreement”) with the Redmile Group, LLC (“Redmile”) regarding preemptive rights and advance subscription rights with respect to shares of the Company.

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ADC Therapeutics SA filing history →

Source: SEC EDGAR

accession 0000950103-24-001047

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