Report from Aerocrine’s Extraordinary General Meeting
SOLNA, Sweden – Aerocrine AB (NASDAQ Stockholm: AERO B) today announced that the Extraordinary General Meeting held this morning resolved to approve the Board of Directors’ resolution to increase the company’s share capital through a rights issue of shares with pre-emptive rights for the shareholders.
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The rights issue is to be carried out on the terms and conditions adopted by the Board of Directors on November 27, 2014:
- Aerocrine’s shareholders shall have pre-emptive rights to subscribe for the shares, whereby each existing share held on the record date for entitlement to participate in the rights issue, January 12, 2015, entitles to seven subscription rights and two subscription rights entitle to subscription for one new share.
- The subscription price is SEK 0.82 for each share, whereby Aerocrine, at full subscription, will receive approx. SEK 445 million before transaction costs.
- The subscription period is January 14, 2015 – January 28, 2015 with a possibility for the Board of Directors to extend the subscription period.
- A maximum number of 542,721,067 new shares may be issued, whereby the share capital is increased by not more than SEK 271,360,533.50 at full subscription.
- The record date at Euroclear Sweden AB for entitlement to receive subscription rights is January 12, 2015.
To enable the rights issue, the general meeting further resolved, in accordance with the Board of Directors’ proposal, on an amendment to the Articles of Association as regards the limits for the company’s share capital and the number of shares.
Aerocrine has secured subscription and underwriting undertakings corresponding to at least approx. 60 percent of the total rights issue amount if no other shareholders or investors participate in the rights issue.
Further information on the rights issue will be included in the prospectus expected to be published on January 12, 2015. The minutes kept at the Extraordinary General Meeting will be published on the company’s webpage within two weeks.
Preliminary timetable for the rights issue:
First day of trading for shares excluding subscription rights January 9, 2015
Record date for participation in the rights issue January 12, 2015
The subscription period commences January 14, 2015
Trading in subscription rights and BTA commences January 14, 2015
Trading in subscription rights concludes January 26, 2015
Subscription period concludes January 28, 2015
Preliminary outcome in the offering announced January 30, 2015
Final outcome in the offering announced February 4, 2015
Trading in BTAs concludes February 20, 2015
For further information:
Scott Myers, Chief Executive Officer, Aerocrine AB, Phone: +1 970 368 0336 or +46 768 788 379
Marshall Woodworth, Chief Financial Officer, Aerocrine AB: +1 919 749 8748 or +46 709 695 219
Or visit www.aerocrine.com
Aerocrine AB is a medical products company focused on the improved management and care of patients with inflammatory airway diseases. As the pioneer and leader in technology to monitor and manage airway inflammation, Aerocrine markets NIOX MINO®and NIOX VERO®. Both products enable fast and reliable management of airway inflammation and may therefore play a critical role in more effective diagnosis, treatment and follow-up of patients with inflammatory airway diseases such as asthma. Aerocrine is based in Sweden with subsidiaries in the U.S., Germany, Switzerland and the U.K. Aerocrine shares were listed on the Stockholm Stock Exchange in 2007.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Aerocrine. Any invitation to the persons concerned to subscribe for shares in Aerocrine will only be made through the prospectus that Aerocrine estimates to publish on or around 12 January 2015.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, Singapore, South Africa, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares have or will be registered under the United States Securities Act of 1933 (“Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, sold or transferred, directly or indirectly, within the United States, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.
This press release may contain forward-looking statements which reflect Aerocrine’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The information is disclosed pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 11:45 on January 7, 2015.