Distribution and Listing of AddLife on Nasdaq Stockholm
The Board of Directors of Addtech AB (publ) (“Addtech”) has decided to propose that Addtech’s shares in AddLife AB (publ) (“AddLife”) to be distributed to Addtech’s shareholders and that the Class B share in AddLife to be listed on Nasdaq Stockholm (“Distribution”). Nasdaq Stockholm has decided to admit AddLife’s Class B shares to trading, subject to customary conditions.
Extraordinary General Meeting of Addtech
An Extraordinary General Meeting to decide on the Distribution will be held on March 9, 2016 and the first day of trading in AddLife shares of Class B is expected to be March 16, 2016. Notice to attend the Extraordinary General Meeting on March 9, 2016 has been published separately.
Background and reasons for the Distribution and listing
On June 4, 2015 Addtech announced its intention to distribute Addtech’s shares in AddLife, previously the Life Science business area within the Addtech Group, to Addtech’s shareholders and to list AddLife on Nasdaq Stockholm. The Boards of Directors of Addtech and AddLife consider that AddLife is now ready to take the step to become an independent listed company.
Addtech acquired the operations in AddLife in 2005. Since then it has performed very well and now has estimated annual sales of approximately SEK 1.7 billion* with good profitability. AddLife currently has strong market positions in several Life Science niche areas in the Nordic region. To capitalise on the strategic and operational opportunities in AddLife’s markets and to take advantage of opportunities for growth, both organically and through acquisitions, it is a logical step to spin-off AddLife from Addtech by listing AddLife on Nasdaq Stockholm.
A listing of AddLife opens up excellent opportunities to increase the company’s exposure and focus on the Life Science market. The visibility of both Addtech and AddLife will increase by focusing and streamlining operations in this way, which will be beneficial in relation to suppliers, customers and the labour market, and also improve the ability to attract acquisition candidates. The spin-off will benefit both AddLife and Addtech, allowing each company to focus on its respective core market.
AddLife sells primarily to Nordic healthcare providers, largely through public procurement. This type of sales has limited connection to the rest of Addtech’s business, which focuses on industrial markets. Separating the businesses will increase the opportunity for long-term profitable growth for both companies. Moreover, the division will make it easier to analyse each business separately, while allowing shareholders to adjust their holdings in Addtech and AddLife, respectively, based on personal preference.
*Based on combined net sales 2014/2015 for AddLife including Mediplast AB and Fenno Medical OY, which were acquired in July 2015. Net sales for Mediplast and Fenno Medical refer to conditions on a full-year basis at the time of acquisition.
Implementation of Distribution
The spin-off will be carried out by distributing Addtech’s shares in AddLife to the shareholders of Addtech. Each four (4) Class A shares in Addtech will entitle the holder to one (1) Class A share in AddLife and each four (4) Class B shares in Addtech will entitle the holder to one (1) Class B share in AddLife. If the shareholding in Addtech is not evenly divisible by four, the holder will receive a fraction of a share. This fraction will be added together with the fractions held by other shareholders into whole shares in AddLife, which will be sold on Nasdaq Stockholm through Handelsbanken. The proceeds, without deduction of any commissions, will be paid via Euroclear Sweden.
New issue of shares in AddLife in connection with the listing
In connection with the Distribution and the listing, AddLife will conduct a rights issue of about SEK 300 million with preferential rights for existing shareholders (”the Issue”). The purpose of the Issue is to create a financial base for continued profitable growth through acquisitions.
A prospectus for the listing of AddLife’s shares of Class B on Nasdaq Stockholm and the Issue will be prepared by AddLife. The prospectus is expected to be published around March 15, 2016.
Information for the Extraordinary General Meeting in Addtech
Information material for the Extraordinary General Meeting in Addtech will be available on Addtech’s website (under the menu Investors/Corporate governance/General Meeting of Shareholders) about two weeks before the Extraordinary General Meeting of Shareholders in Addtech.
23 February Information for the Extraordinary General Meeting will be available
9 March Extraordinary General Meeting of Addtech and last day of trading in the Addtech share with the right to distribution
10 March First day of trading in the Addtech share without the right to participate in the distribution
11 March Record date in Addtech regarding the right to receive shares in AddLife
15 March Prospectus published
16 March First day of trading in the AddLife share of Class B on Nasdaq Stockholm
30 March Publication of the full terms and conditions of the Issue
4 April Last day of trading in the AddLife share including subscription rights
5 April First day of trading in the AddLife share excluding subscription rights
6 April Record date in AddLife for the Issue
11 – 25 April Subscription period
11 – 21 April Trading in subscription rights (Class B) on Nasdaq Stockholm
28 April Publication of the Issue results
3 May First day of trading for AddLife shares of Class B issued in the Issue
Handelsbanken Capital Markets is the financial adviser in connection with the listing and the Issue. Advokatfirman Delphi is the legal adviser.
Stockholm, 16 February, 2016
Addtech AB (publ)
For further information, contact
Johan Sjö, President, Addtech AB, +46 8 470 49 00