LinkMed carries out a secured rights issue of SEK 91.3 million
• On May 7, 2009 LinkMed’s Board of Directors resolved to carry out a new share issue of SEK 91.3 million with preferential rights for shareholders.
• The rights issue is fully secured by subscription undertakings, guarantee commitments and declarations of intent by major LinkMed shareholders.
• Shareholders in LinkMed will receive five (5) subscription rights for each share held on the record date of May 14, 2009, with six (6) subscription rights entitling the holder to subscribe to one (1) new share.
• The subscription price is set at SEK 12.50 per share.
• The subscription period is from May 19 to June 2, 2009.
• This rights issue will give LinkMed the opportunity to continue to assertively develop its portfolio and take advantage of the favorable market situation, enabling the company to complement its portfolio with interesting new investments that support existing holdings.
Background and reasons
Investing in life science sector companies has been LinkMed’s business concept since it was founded in 1998. Today, LinkMed has a well-diversified portfolio consisting of a wholly-owned subsidiary in the transplantation sector and eleven associated companies, of which four are active in drug development and biotechnology and seven in medical technology and diagnostics.
Despite the ongoing dramatic economic developments in the world’s financial markets, LinkMed’s portfolio continues to develop in the right direction and the company’s portfolio has now reached a level of maturity in which eight portfolio companies already have or are expected to launch products on the market in 2009.
In 2008, LinkMed acquired the very profitable company Olerup SSP, which together with AbSorber constitutes a strong platform in the highly interesting transplantation sector. In the long-term, LinkMed aims to create a well-positioned and profitable company by combining AbSorber and Olerup SSP. This rights issue will provide LinkMed with the opportunity to create a common sales organization and coordinate the resources of the two companies.
LinkMed’s associated companies BioResonator, Biovator, Likvor and Ortoviva all have products that are close to market launch. LinkMed intends to support these companies in their product launch to establish clear referral sales. It is believed that this will enhance the potential of a higher valuation in the future divestment of these companies.
Furthermore, LinkMed has recently received a number of interesting proposals from companies that are seeking new investors. As a result of the turbulence on the world’s financial markets, valuations in the life science sector are, from a general point of view, low. This rights issue will enable LinkMed to act on these proposals taking advantage of current market opportunities, of
which LinkMed intends to prioritize complementing its existing portfolio companies in the same manner as the combination of AbSorber and Olerup SSP. Finally, the company will continue to monitor its investments in the drug development sector.
In other respects, the Board of Directors refers to the prospectus for this rights issue (in Swedish only) that is expected to be released around May 12, 2009.
Summary of terms and conditions
The shareholders in LinkMed have preferential rights to subscribe for new shares in relation to the number of shares held on the record date. Each share in LinkMed entitles the shareholder to five (5) subscription rights. Six (6) subscription rights entitle the holder to subscribe with preferential rights to one (1) new share. It will also be possible to subscribe to shares without preferential rights. The record date for the rights issue is May 14, 2009. Shareholders who are registered in the Shareholder Register held by Euroclear Sweden AB (former VPC AB) on this date will receive subscription rights that entitle them to participate in the rights issue. The subscription period will extend from May 19 through June 2, 2009.
Three major LinkMed shareholders have undertaken to subscribe for shares from the rights issue equivalent to their current pro rata shares in LinkMed, equivalent to approximately 28.9 percent of the rights issue. These are FastPartner AB (publ), Mannersons Fastighets AB and Mohammed Al Amoudi. In addition, Länsförsäkringar småbolagsfond has shown support for the rights issue by a declaration of intent to participate equivalent to its pro rata share of approximately 5.0 percent of the rights issue. Furthermore, FastPartner AB (publ) and Mohammed Al Amoudi have guaranteed to subscribe for remaining shares equivalent to 66.1 percent of the rights issue. The rights issue is fully secured by subscription undertakings, declarations of intent and guarantee commitments.
If the rights issue is not fully subscribed through subscription rights, FastPartner AB (publ) and Mohammed Al Amoudi may at highest, following the rights issue, as a result of guarantee commitments, have ownership stakes around 26.2 percent and 27.4 percent respectively of capital and votes in the company.
The decision to carry out a rights issue is supported by the mandate given to the Board of Directors by shareholders at the Annual General Meeting on April 22, 2009.
Preliminary time schedule for the rights issue
May 12, 2009 First day of trading in the shares excluding the right to participate in the rights issue
May 12, 2009 Anticipated prospectus publishing date.
May 14, 2009 Record date, meaning that shareholders who are registered in the company’s shareholder register on this date will receive subscription rights that provide entitlement to participation in the rights issue.
May 19 - May 28, 2009 Trading in subscription rights.
May 19 - June 2, 2009 Subscription period
June 9, 2009 Release of the results of the rights issue.
Mid-July 2009 Rights issue is completed.
Financial and legal advisors
Swedbank Markets is LinkMed’s financial advisor and Advokatfirman Lindahl is the company’s legal advisor.
For more information please contact:
Ingemar Lagerlöf, CEO, LinkMed: +46 8 508 939 93
Please visit LinkMed’s website: www.linkmed.se
This press release contains such information that LinkMed is obliged to disclose in accordance with the Swedish Financial Instruments Trading Act (1991:980) and Swedish Securities Market Legislation (2007:528). This information was submitted for publication at (approximately) 15:00 CET on May 7, 2009.
IMPORTANT INFORMATION
The information in this press release is not intended for distribution, publication or disclosure, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong or Japan.
The information in this press release shall not be regarded as an offer to sell shares or a request to acquire shares. Nor will any sale of the securities referred to herein be permissible in any jurisdiction where such an offer, request or sale would not be lawful without registration or applicable exemption from registration pursuant to the securities legislation of such a jurisdiction. A prospectus concerning the rights issue presented in this press release and the subsequent listing of new shares on NASDAQ OMX Stockholm will be prepared and submitted to the Swedish Financial Supervisory Authority for approval and registration.
The information in this press release does not constitute an offering of LinkMed securities in the U.S.; nor will the securities be offered or sold in the absence of registration or exemption from registration pursuant to the American Securities Act of 1933, as well as the rules and regulations under this act. There is no intention of registering any part of an offering of LinkMed securities in the US or of implementing a public offering of shares in the US.
The information in this press release may not be forwarded or distributed to any third party; nor may it be reproduced in any manner. It is not permissible to forward, distribute, reproduce or disclose this information, in full or in part. Failure to observe these directives could constitute a breach of the American Securities Act of 1933 or applicable laws in other jurisdictions.