UPDATE REGARDING SUBSCRIPTION AND GUARANTEE UNDERTAKINGS IN AEROCRINE’S RIGHTS OFFERING
SOLNA, Sweden - Aerocrine AB (NASDAQ Stockholm: AERO) today announces that the Third Swedish National Pension Fund (Tredje AP-fonden) has informed Aerocrine that it does not want to remain part of the guarantee consortium in the rights issue of up to approximately SEK 445 million that Aeorcrine’s Board of Directors resolved upon on November 27, 2014, subject to approval by the General Meeting, which the Board has accepted. This means that the guarantee consortium hereafter consists of Novo A/S and Arbejdsmarkedets Tillægspension (ATP).
Novo, with a holding of 25.3% of the shares and votes in the company, have committed to subscribe for its pro rata shares in the rights issue. In addition, Novo has guaranteed subscription for new shares up to a total shareholding of 39.9% of the total number of shares after the rights issue, however subject to a maximum total commitment of MUSD 25 (approx. MSEK 185) (including payment for shares subscribed for with subscription rights). ATP has guaranteed subscription for new shares up to a total shareholding of 19.9% of the total number of shares after the rights issue, however subject to a maximum total commitment of MUSD 20 (approx. MSEK 150). Neither Novo nor ATP have requested or will receive any compensation under the guarantee undertakings. For certain additional information, please refer to the notice of an Extraordinary General Meeting published by Aerocrine on December 2, 2014 (including the allotment principles included therein). Said subscription undertaking and guarantee undertakings correspond to a maximum of 67% of the total rights issue amount (providing that 44% of the shares not covered by Novo’s subscription undertaking are subscribed for by other shareholders and investors). If no other shareholders or other investors participate in the rights issue, the undertakings correspond to approximately 41% of the total rights issue amount.
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For more information about Aerocrine:
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
About Aerocrine
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.
Aerocrine is required to disclose the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 8:01 a.m. on December 12, 2014.
Important information
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.