Artimplant issues new stock
Press Release
Västra Frölunda, Sweden, August 3, 2010
This press release or any part of it may not be distributed or published, directly or indirectly, in or to the USA, Canada, Australia, Japan, Hong Kong, New Zealand or South Africa or in any other country where disclosure, publication or distribution would be illegal.
- The Board of Directors has decided to propose at an extraordinary meeting of the stockholders that a rights issue be implemented which is expected to generate capital input for the Company of approximately SEK 40 million after issue costs.
- The main purpose of the new stock issue is to generate the financial capacity to:
- expand own sales in the USA and
- implement a restructuring process that will result in a significant reduction in costs not related directly to marketing and sales in Artimplant AB.
- It is the ambition of the Board of Directors that the majority of the issue will be secured through declarations of intent and guarantee undertakings.
- Subscription commitments and guarantee undertakings from the Board of Directors and senior management total just over SEK 5 million.
- The subscription price and subscription ratio will be announced on September 14, 2010.
- The subscription period will be September 27 – October 11, 2010.
- An extraordinary meeting of the stockholders will be held on September 6, 2010 to decide on the proposed issue.
The Board of Directors of Artimplant has decided today to propose at an extraordinary meeting of the stockholders that a rights issue be implemented which is expected to generate capital input for the Company of approximately SEK 40 million after issue costs.
The main purpose of the new stock issue is to generate the financial capacity to: (i) increase own sales in the USA by expanding the sales organization, intensify marketing, broaden the product range and conduct sales-supporting clinical studies as well as (ii) implement a restructuring that will result in a significant reduction in costs at Artimplant AB. The planned activities are a result of a decision by the Board of Directors to make Artimplant’s strategy even more market oriented. The decision does not affect the Company's ambitious plans for existing development projects or undertakings in clinical studies.
It is proposed that stockholders have an option right to subscribe for new stocks in relation to the number of stocks they already hold. Holders of Series A stocks and Series B stocks will be offered the opportunity to subscribe for Series B stocks. It will also be possible to subscribe for stocks without an option right. It is proposed that the Board of Directors, or the person appointed by the Board of Directors from within its number, be authorized to decide on the amount by which Artimplant AB’s capital stock will be increased, the number of shares that will be issued and the amount that will be paid for each new share. A decision on the increase in capital stock, the number of stocks that will be issued and the subscription price for the new stocks is expected to be reached by the Board of Directors on September 14, 2010.
An extraordinary meeting of the stockholders will be held to decide on the proposed issue. The meeting will take place at 9 am on September 6, 2010 at the Company's premises at Hulda Mellgrens gata 5, Västra Frölunda. The summons to the extraordinary meeting of the stockholders will be published along with this press release on August 6 in Dagens Industri and Post och Inrikes Tidningar and will be available together with other documents at www.artimplant.com/investors-media/corporate-governance.html.
Preliminary time schedule for the rights issue
September 6, 2010 A decision will be reached at an extraordinary meeting of the stockholders regarding an amendment to the Articles of Association and the new issue and the Board of Directors will be authorized to stipulate the final terms and conditions for the new issue.
September 14, 2010 The subscription price and subscription ratio will be announced.
September 17, 2010 The final date for trading in the stocks with an option right to participate in the new issue.
September 21, 2010 The estimated date for publication of a prospectus.
September 22, 2010 The record date at Euroclear Sweden AB (previously VPC) for participation in the new issue. Stockholders who are registered in the stockholders’ register on this date will receive subscription rights.
September 27 - October 7, 2010 Trading in subscription rights.
September 27 - October 11, 2010 Subscription period.
October 12, 2010 Publication of the preliminary outcome.
Financial and legal advisers
Avanza Bank AB is the financial adviser and Advokatfirman Vinge is the legal adviser.
For further information, please contact:
Ingemar Kihlström, Chairman, phone +46 (0)733-82 11 02
Hans Rosén, CEO, phone 46 (0)31-746 56 00, 46 (0)708 58 34 70, hans.rosen@artimplant.com
Lars-Johan Cederbrant, CFO, phone 46 (0)31-746 56 54, 46 (0)703 01 68 54, lars-johan.cederbrant@artimplant.com
Further information is available at www.artimplant.com. To subscribe to future press releases please go to www.artimplant.com/investors-media/subscribe-to-press-releases.html
Artimplant
Artimplant’s mission is to restore the health of patients by offering medical professionals degradable implants that help the body to heal. Artimplant is a medical technology company that restores health through the development, production and marketing of degradable implants that regenerate body functions and improve quality of life. Our products are made from Artelon®, a biomaterial developed by the Company. Artimplant produces implants for the treatment of osteoarthritis and the reinforcement of weakened soft tissue. The Company's products are sold through licensees and own sales under the Artimplant brand take place through agents and distributors. Artimplant is a public company listed on the NASDAQ OMX Stockholm Exchange in the Small Cap segment and in the Healthcare sector.
Forward-looking statements
This press release contains forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the Company's business including increased competition; the ability of the Company to expand its operations and to attract and retain qualified professionals; technological obsolescence; general economic conditions; and other risks detailed from time to time in the Company's filings.
IMPORTANT INFORMATION
This press release does not contain and does not constitute an offer to subscribe for shares in Artimplant AB (”Artimplant”). A prospectus regarding the new share issue that is presented in this press release will be drawn up and submitted to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). When the Swedish Financial Supervisory Authority has approved and registered the prospectus, it will be disclosed and published on, inter alia, Artimplant’s website.
Distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. This press release does not contain and does not constitute an offer to acquire, sell, subscribe for or in any other way trade in shares, subscription rights or other securities in Artimplant in any jurisdiction.
This press release may not be distributed or published, either directly or indirectly and either as a whole or in part, in or to the United States of America, Canada, Australia, Japan, Hong Kong, New Zeeland or South Africa or any other country where such measure is wholly or partly subject to legal restrictions, or where such measure would wholly or partly result in requirements for further prospectuses, other offer documentation, registration or other measures in addition to those required by Swedish law.
This press release does not constitute or form part of an offer or solicitation of an offer to subscribe for securities in the United States. The subscription rights, the shares that have been subscribed and paid for (Sw. BTA) and the new shares may not be sold in the United States without such registration or an exemption from registration as provided under the US Securities Act of 1933, as amended. Artimplant does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
IMPORTANT INFORMATION
This press release does not contain and does not constitute an offer to subscribe for shares in Artimplant AB (”Artimplant”). A prospectus regarding the new share issue that is presented in this press release will be drawn up and submitted to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). When the Swedish Financial Supervisory Authority has approved and registered the prospectus, it will be disclosed and published on, inter alia, Artimplant’s website.
Distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. This press release does not contain and does not constitute an offer to acquire, sell, subscribe for or in any other way trade in shares, subscription rights or other securities in Artimplant in any jurisdiction.
This press release may not be distributed or published, either directly or indirectly and either as a whole or in part, in or to the United States of America, Canada, Australia, Japan, Hong Kong, New Zeeland or South Africa or any other country where such measure is wholly or partly subject to legal restrictions, or where such measure would wholly or partly result in requirements for further prospectuses, other offer documentation, registration or other measures in addition to those required by Swedish law.
This press release does not constitute or form part of an offer or solicitation of an offer to subscribe for securities in the United States. The subscription rights, the shares that have been subscribed and paid for (Sw. BTA) and the new shares may not be sold in the United States without such registration or an exemption from registration as provided under the US Securities Act of 1933, as amended. Artimplant does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This is information which Artimplant shall make public pursuant to the Swedish Financial Instruments Act and the Swedish Securities Exchange and Clearing Operations Act and/or stock market agreements. Information was made available for publication on August 3 2010 at 2pm (CET).