The terms regarding the rights issue in Meda are set

Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, Hong Kong, New Zealand, South Africa or any other jurisdiction where such distribution of this press release would be subject to legal restrictions

On 10 October 2014, Meda AB announced a rights issue of approximately SEK 2 billion, in order to finance part of the acquisition of the Italian specialty pharma company Rottapharm S.p.A. Today, the Board of Directors of Meda announces the final terms for the rights issue.

Summary

  • Shareholders in Meda has preferential right to subscribe for one (1) new share of series A for each ten (10) shares held.
  • The subscription price amounts to SEK 61 per share, corresponding to a maximum issue amount of approximately SEK 2,027 million.
  • Record date for participation in the rights issue with preferential rights is 13 November 2014.
  • The subscription period will run from 19 November 2014 up to and including 4 December 2014.
  • Meda’s two largest shareholders, together representing approximately 30 percent of the votes and the capital in Meda, have severally agreed to subscribe for their respective pro rata shares of the offering.
  • The rights issue is subject to approval by the Extraordinary General Meeting to be held today, 6 November 2014.

Terms of the rights issue

The Board of Directors resolved on 10 October 2014, subject to the approval of the Extraordinary General Meeting, to launch a rights issue of shares of series A with preferential rights for Meda’s shareholders. The purpose of the rights issue is to finance part of the acquisition of Rottapharm.

The Board of Directors of Meda has now resolved on the final terms for the rights issue.

Each share in Meda on the record date entitles to one (1) subscription right. Ten (10) subscription rights entitle the holder to subscribe for one (1) new share of series A in Meda. In addition, investors are given the opportunity to subscribe for shares without preferential rights.

The rights issue will increase Meda’s share capital by a maximum of SEK 33,224,306 from SEK 332,243,065 to no more than SEK 365,467,371 by an issue of no more than 33,224,306 new shares of series A in Meda. After the rights issue, the number of shares in Meda will be no more than 365,467,371 shares.

The subscription price is SEK 61 per share, which means that the rights issue will provide Meda a maximum of approximately SEK 2,027 million before issue expenses.

The record date at Euroclear Sweden AB for participation in the rights issue with preferential rights is 13 November 2014. This means that the share will be traded exclusive of preferential rights as of 12 November 2014. The subscription period will run from 19 November up to and including 4 December 2014, or such later date as decided by the Board of Directors.

The rights issue is subject to approval by the Extraordinary General Meeting to be held today, 6 November 2014, at 13:00 (CET) at Meda’s headquarters at Pipers väg 2A in Solna, Sweden. For further information, see the press release from 10 October 2014 regarding notice to the Extraordinary General Meeting.

Subscription undertakings

Meda’s largest shareholders, Stena Sessan Rederi AB and Fidim S.r.l, who sold Rottapharm to Meda, together representing approximately 30 percent of the votes and the capital in Meda, have severally agreed to subscribe for their respective pro rata shares of the rights issue.

Indicative timetable for the rights issue

6 November 2014 Extraordinary General Meeting to approve the rights issue resolved by the Board of Directors
11 November 2014 Last day of trading in the shares including right to participate in the rights issue
12 November 2014 First day of trading in the shares excluding right to participate in the rights issue
13 November 2014 Record date for participation in the rights issue, i.e. shareholders who are registered in the share register as of this day will receive subscription rights for participation in the rights issue
On or about 14 November 2014 Estimated date for the publication of the prospectus
19 November – 2 December 2014 Trading in subscription rights
19 November – 4 December 2014 Subscription period
On or about 10 December 2014 Announcement of results of the rights issue

Financial and legal advisors

Danske Bank A/S, Danmark, Sverige Filial, Nordea Bank AB (publ) and SEB Corporate Finance, Skandinaviska Enskilda Banken AB (publ) are acting as financial advisors and Advokatfirman Lindahl KB is acting as legal advisor to Meda in connection with the rights issue.

For further inquiries, please contact:

Paula Treutiger, VP Corporate Communications & Sustainability                                     ph: +46 733-666 599                                                                                                                                                                                                                  paula.treutiger@meda.se

Meda AB discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on November 6, 2014, at 08:15 CET.

MEDA AB (publ) is a leading international specialty pharma company. Meda’s products are sold in more than 150 countries worldwide and the company is represented by its own organizations in over 60 countries. The Meda share is listed under Large Cap on Nasdaq Stockholm. Find out more, visit www.meda.se.

Important information

The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Meda. Any invitation to the persons concerned to subscribe for shares in Meda will only be made through the prospectus that Meda estimates to publish on or around 14 November 2014.

This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa 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 U.S. Securities Act of 1933, as amended, (“Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an available exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

This press release may contain forward-looking statements which reflect Meda’s current view on future events and financial and operational development. The words “intend”, “estimate”, “expect”, “may”, “plan”, “anticipate” or similar expressions regarding indications or prognoses of future developments or trends and which are not statements based on historical facts constitute forward-looking information. Although Meda believes that these statements are based on reasonable assumptions and expectations, Meda cannot give any assurances that such statements will materialize. Forward-looking statements are in its nature involved with both known and unknown risks and uncertainties, since it is depending on future events and circumstances. Forward-looking statements do not constitute any representations and warranties and the outcome could differ materially from the information set out in the forward-looking statements.

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