Devyser publishes prospectus and announces price for its initial public offering on Nasdaq First North Premier Growth Market in Stockholm

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Stockholm, 1 December, 2021

Devyser Diagnostics AB (publ) (“Devyser” or the “Company”), which develops, manufactures and sells kits for genetic testing in routine diagnostics to laboratories in more than 45 countries, hereby publishes its prospectus and announces the price for the offering (the “Offering”) and listing of its shares on Nasdaq First North Premier Growth Market in Stockholm. Nasdaq Stockholm AB has made the assessment that the Company fulfils the applicable listing requirements, provided that certain customary conditions are met and the first day of trading is expected to be 10 December 2021. Joh. Berenberg, Gossler & Co. KG (“Berenberg”)¹ and The Fourth Swedish National Pension Fund have, subject to certain conditions, undertaken to acquire shares in the Offering for an amount of SEK 120 million. The undertaking represents approximately 35.0 percent of the total number of shares in the Offering. Devyser announced on 22 November 2021 its intention to float and list its shares on Nasdaq First North Premier Growth Market.

The Offering in brief

• The price per share in the Offering is SEK 80, corresponding to a total value of approximately SEK 1,215 million for all outstanding shares in the Company after the Offering.
• The Offering comprises 4,283,640 shares, corresponding to approximately 28.2 percent of the total number of shares in the Company after the Offering, of which 3,750,000 shares will be newly issued shares and 533,640 shares will be existing shares sold by the Selling Shareholders.²
• In order to cover any over-allotments in relation to the Offering, the Company has committed to issue up to 625,000 additional new shares, corresponding to a maximum of 14.6 percent of the number of shares in the Offering (the “Over-allotment Option”).
• If the Over-Allotment Option is exercised in full and the Offering is fully subscribed, the Offering will comprise 4,908,640 shares, corresponding to approximately 31.0 percent of the total number of shares in the Company upon completion of the Offering.
• SEK 300 million will be provided to the Company through the new share issue in the Offering, assuming that the Offering is fully subscribed, and approximately SEK 350 million if the Over-Allotment Option is exercised in full.³
• The total value of the Offering amounts to approximately SEK 343 million, based on the assumption that the Offering is fully subscribed, and approximately SEK 393 million if the Over-Allotment Option is exercised in full.
• Berenberg and The Forth Swedish National Pension Fund have, subject to certain conditions, undertaken to acquire shares in the Offering for an amount of SEK 120 million. The undertaking represents approximately 30.6 percent of the total number shares in the Offering (if the Offering is fully subscribed and the Over-Allotment Option is exercised in full).
• Furthermore, M2 Asset Management AB will subscribe for acquisition of existing shares from the Selling Shareholders in the Offering, corresponding to a total of approximately SEK 43 million.
• In connection with the Offering, the Company, members of the Company’s board of directors, the management team and founders, intend to enter into customary lock-up undertakings of 360 days, and certain other shareholders intend to enter into customary lock-up undertakings of 180 days.
• The shares will be offered to the general public in Sweden and to institutional investors in Sweden and abroad.
• The application period for the general public in Sweden and institutional investors is expected to be 2-9 December 2021.
• The first day of trading on Nasdaq First North Premier Growth Market is expected to be 10 December 2021 and the shares will trade under the trading symbol DVYSR.

Fredrik Alpsten, CEO of Devyser:

“Since the launch of our first product, we have built up a strong position in the fast-growing market for genetic testing in routine diagnostics. A sharp increase in demand for rapid and reliable tests in combination with Devyser's attractive offering of high-quality products for DNA testing gives us, through the fund raise, great opportunities to further accelerate the strong growth we have experienced in recent years. We will intensify our market efforts with a stronger presence in selected key markets and expansion into new geographic markets, while continuing the conversion from distributor to direct sales in certain markets in order to increase the gross margin and get closer to our customers. Together with new and existing shareholders, I look forward to continuing to develop Devyser to become a world leader in genetic DNA diagnostics.”

Mia Arnhult, Chairperson of the board of Devyser:

“With a history of stable and profitable growth that excels in both the sector and the market as a whole, Devyser is a fit IPO candidate with good future prospects. In addition to broadening the Company’s shareholder base and provide access to the Swedish and international capital markets, the listing will increase the knowledge about Devyser and the Company's leading products in genetic DNA diagnostics. The strong support from existing owners and cornerstone investors is a clear validation of the company, its business model and its products. Today Devyser is well positioned for continued growth with an established plan for expansion and a strong organization in place to take the company to the next level.“

Background to the Offering

Devyser’s Board of Directors and company management, believe that the Offering and the listing of Devyser is a logical and important step in the Company’s development. The main focus for Devyser’s strategy is to continue to conduct sales of the current products on existing markets, convert selected existing markets from distributor sales to direct sales, expand to new geographic markets, as well as develop and launch new products. A listing will broaden the Company’s shareholder base and provide access to the Swedish and international capital markets, which is believed will promote the Company’s continued growth and development. The Company also believes that a listing of the Company’s shares on Nasdaq First North Premier Growth Market will increase knowledge about the Company and strengthen the Company’s brand.

The Company expects to raise net proceeds of approximately SEK 325.4 million in the Offering, after deduction of transaction related expenses, assuming that the Over-Allotment Option is exercised in full. Devyser intends to use the net proceeds from the Offering to continue investing in international expansion, conversion of existing distributor markets to direct sales markets, product development, and to provide strategic flexibility for potential acquisitions that can accelerate the Company's growth in existing and new markets, and complement the Company's existing product portfolio. Lastly, net proceeds can be used for general corporate purposes. General corporate purposes may include, among other things, unexpected expenses or investments. The Company has not made any decision or commitment as to the priority, distribution and use of net proceeds between these specific areas, but it will be determined as the relevant needs arise.

About Devyser

Devyser is specialized in the development, manufacture, and sales of diagnostic kits. The products are sold to routine diagnostic laboratories in more than 45 countries. The products are used for complex DNA testing within hereditary diseases, oncology, and transplantation. The products are used to guide targeted cancer therapies, to enable a wide array of genetic tests, as well as in post-transplant follow-up. Devyser’s product development focuses on simplifying and streamlining complex testing processes to improve throughput, reduce hands-on time and produce accurate and trusted results. Devyser was founded in 2004 and is based in Stockholm, Sweden.

Prospectus and application forms

A prospectus, containing the Offering’s complete terms and conditions, will be published today on Devyser’s website (www.devyser.com), Carnegie’s website (www.carnegie.se), and Nordnet’s website (www.nordnet.se).

Preliminary timetable

Stabilization measures

In connection with the Offering, Carnegie Investment Bank AB (publ), will act as stabilisation manager (“Stabilisation Manager”) and may, to the extent permitted in accordance with Swedish law, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq First North Premier Growth Market, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Premier Growth Market and ending not later than 30 calendar days thereafter.

The Stabilisation Manager has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering. The Stabilisation Manager may use the Over-Allotment Option to over-allot shares in order to facilitate any stabilisation transaction.

The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Stabilisation Manager must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Stabilisation Manager will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.

Advisers

Carnegie Investment Bank AB (publ) (”Carnegie”)  acts as Sole Global Coordinator and Sole Bookrunner. Advokatfirman Hammarskiöld & Co AB is the legal adviser to Devyser. Wigge & Partners Advokat KB is the legal adviser to Carnegie. Redeye AB is the Certified Adviser to the Company.

For more information, please contact:

Fredrik Alpsten
CEO
Email: fredrik.alpsten@devyser.com
Tel: +46 706 673 106

Sabina Berlin
CFO
Email: sabina.berlin@devyser.com
Tel: +46 739 519 502

The information was submitted for publication, through the agency of the contact persons set out above, at 17:00 CET on 1 December 2021.

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Devyser Diagnostics AB (publ) (the “Company”) in any jurisdiction where such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/ EC (and, with respect to the United Kingdom, such regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) (the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA member state other than Sweden, and in the United Kingdom, this communication is only addressed to and is only directed at qualified investors in that member state or the United Kingdom within the meaning of the Prospectus Regulation (as applicable), for example, only to investors who can receive the offer without an approved prospectus in such EEA member state or in the United Kingdom.

This document and the information contained herein are not for distribution in or into the United States. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents. Persons distributing this document must satisfy themselves that it is lawful to do so.

Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should”, “could” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.