Notice of Extraordinary General Meeting of CELLINK AB (publ)
The shareholders of CELLINK AB (publ), 559050-5052 are hereby invited to an Extraordinary General Meeting on Monday, Aug. 26 at 16:00, at the Biotech Center, fifth floor, Arvid Wallgrens Backe 20 in Gothenburg, Sweden.
Shareholders who wish to participate in the meeting must report their intention to participate and enter into the Euroclear Sweden AB for the active shareholder book no later than Tuesday, Aug. 20. The notification must be sent by email to email@example.com, or in writing to the company at: CELLINK AB, Arvid Wallgrens backe 20, 413 46, Gothenburg.
The notification should include the participant’s name, personal/organizational number, address, telephone number and any assistant.
Shareholders who wish to be represented by proxy must issue a written, signed and dated POA for the proxy. The authorization must not be older than one year. There may a longer term of validity started in the authorization, but there is a maximum of five years. The original proxy should be sent to the company at the above address and arrive before the meeting. The person representing the legal entity must attach a copy of the relevant written document or other applicable handling. A proxy form is provided on the company's website www.cellink.com and will be sent to shareholders upon request.
Shareholders who have had their nominee register their shares must, in order to have the right to attend the meeting, have registered the shares in their own name by August 20. Shareholders who wish to re-register their shares must notify trustees of this well in advance of August 20.
1. Election of Chairman and Secretary.
2. Establishment and approval of voting length.
3. Approval of agenda.
4. Selection of one or two protocol adjusters.
5. Examination of whether the meeting has been duly convened.
6. Resolution to issue new shares.
7. Other issues.
8. Closing of the meeting.
Proposition for resolution
On Aug. 5, 2019, CELLINK entered into an agreement to acquire all shares in cytena GmbH. The transferred purchase price for a total of EUR 30,250,000, the equivalent of approximately SEK 321,751,100, has been paid with EUR 11,400,000, the equivalent of SEK 121,254,960, in cash, while the remaining EUR 18,850,000, the equivalent of SEK 200,469,140, will be paid with CELLINK shares. The subscription price has been agreed on and is based on the closing price of CELLINK shares average volume-weighted stock price during 90 trading days, most recently on June 14, 2019. To pay the part of the purchase price that is in CELLINK shares, the Board resolves to issue new 674,678 in newly issued shares of series B. This will increase the share capital by a maximum of SEK 67,467.80. For the decision, the following terms shall apply:
- The right to subscribe for the new shares shall be given to Christian Wildmoser, 79,623 shares, Benjamin Steimle, 42,610 shares, Andre Gross, 74,542 shares, Jonas Schöndube, 74,542 shares, Jürg F. Geigy, 110,531 shares, Peter Koltay, 28,248 shares, BioFluidix GmbH, 168,092 shares and HTGF II GmbH & Co.KG, 96,490 shares.
- The reason for deviating from the shareholders' preferential right is that the issue is made as a so-called non-cash issue, where the subscription proceeds are paid through shares in cytena GmbH. Thus, it has not been used to carry out a rights issue for existing shareholders.
- For each subscribed share, SEK 297.17308 will be paid (a total of SEK 200,469,140). Payment is to be made through the transfer of 78,461 shares in cytena GmbH according to the Board's report. The subscription price has been calculated as stated above.
- Subscription shall be made by payment within one week from the day of the decision of the issue.
- The Board of Directors has the right to extend the subscription period.
- The new shares entail the right to distribute profits for the first time on the record date, which falls closest after the new share issue has registered.
- The Board of Directors, or the person that the Board appoints, is authorized to make the minor adjustments required for the decision to be registered with the Swedish Companies Registration Office.
For resolutions in accordance with paragraph six, backing is required from shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
Number of shares and votes
At the time of its notice, the total number of shares in the company amounted to 9,071,516, of which 375,000 were series A, 8,696,516 were series B and the number of votes was 12,446,516. The company does not own any of its own shares.
Access to documents, etc.
Documents in accordance with sections 6- 8 and 13 of the Swedish Companies Act will be available to the company's shareholders on the company's website at www.cellink.com and at the company's office at Arvid Wallgrens Backe 20, 413 46, Gothenburg. The above-mentioned documents will be mailed to shareholders upon request.
Information at the Meeting
The Board of Directors and the Managing Director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide the Meeting with information that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company's or the subsidiary's financial situation and the company's relationship with other companies within the Group.
For further information, please contact:
Erik Gatenholm, CEO Gusten Danielsson, CFO
Phone: EU +46 73 267 00 00 Phone: +46 70 991 86 04
US +1 (650) 515 5566 US +1 (857) 332 2138
CELLINK is the leading 3D bioprinter provider and the first bioink company in the world. We focus on developing and commercializing bioprinting technologies to allow researchers to print human organs and tissues for pharmaceutical and cosmetic applications. Founded in 2016 and active in more than 50 countries, CELLINK is changing the future of medicine as we know it. Visit www.cellink.com to learn more. CELLINK is listed on Nasdaq First North under CLNK. Erik Penser Bank AB is the company’s certified adviser, available by phone at +46 846 383 00 and by email at firstname.lastname@example.org.