Final price in Edgeware’s IPO set at SEK 29 per share – trading on Nasdaq Stockholm commences today

Edgeware AB (publ) (“Edgeware” or the “Company”), a global high-tech company that enables effective and scalable TV and video streaming over the internet, today announces the outcome of the offering of the Company’s shares in connection with the listing on Nasdaq Stockholm (the “Offering”). The Offering, which consisted of sale of existing and newly issued shares, attracted strong interest both among Swedish and international institutional investors as well as among the general public in Sweden. The Offering was over-subscribed multiple times and trading in the share commences today on Nasdaq Stockholm.

• The final offering price has been set at SEK 29 per share, corresponding to a market value of all outstanding shares in Edgeware of approximately SEK 871 million.
• The Offering comprised of 8,342,167 existing shares that have been offered by selling shareholders[1] and 5,172,413 newly issued shares that have been offered by the Company. In total, the Offering thus comprised 13,514,580 shares, corresponding to 45.0 per cent of the total number of shares outstanding in Edgeware, before any exercise of the over-allotment option.
• The Company will receive gross proceeds of approximately SEK 150 million through the issue of new shares as part of the Offering.
• In order to cover any over-allotment in relation to the Offering, Amadeus Capital Partners and Creandum have, on request from Joint Bookrunners, undertaken to offer up to 2,027,185 additional shares (the “Over-Allotment Option”), corresponding to up to 15.0 per cent of the number of shares in the Offering or 6.7 per cent of the total number of shares in the Company.
• Assuming the Over-Allotment Option is exercised in full, the Offering will comprise 15,541,765 shares, which corresponds to a total value of approximately SEK 451 million (corresponding to approximately 51.7 per cent of the total number of shares in the Company).
• Approximately 6,000 investors have been allotted shares in Edgeware and half of the total number of investors who applied for acquisition of shares within the Offering to the general public in Sweden have been allocated shares due to the large interest. Allocation to the general public in Sweden has been completed by drawing of lots.
• Catella Fondförvaltning AB, Grenspecialisten Förvaltning AB, LMK Forward AB, Swedbank Robur Fonder AB and OstVast Capital Management Ltd (together the “Cornerstone Investors”) have in total acquired shares in the Offering corresponding to 45.6 per cent of the total number of shares in the Offering assuming the Over-Allotment Option is fully exercised, corresponding to approximately SEK 206 million. Their shareholdings will amount to 4.6 per cent, 5.7 per cent, 3.4 per cent, 6.4 per cent, and 3.4 per cent of the total number of shares in the Company following the Offering.
• Settlement will take place on December 13, 2016.
• Trading in the Company’s share on Nasdaq Stockholm commences today, December 9, 2016, under the trading symbol “EDGE”.

Joachim Roos, CEO of Edgeware, comments:

“We are proud of the strong interest we have received from investors from both Sweden and other countries in Europe. Our excitement about Edgeware’s potential is obviously shared and we look forward to serving our new investors as a listed company. Our focus now is on accelerating our sales activity to enable more customers to deliver amazing TV”.

Mike Ruffolo, Chairman of the Board of Edgeware comments:

“This is truly a great milestone for the company. The strong demand we have seen for the shares is evidence of the Company’s quality and global potential. We are grateful to our venture capital backers, Amadeus Capital Partners and Creandum, for their support in bringing us to this stage and, on behalf of the Board and the main shareholders, I look forward to continuing to support Edgeware as a listed company”.

Edgeware in brief

Edgeware was founded in 2004 and has since evolved into a global, high-tech company that develops and offers hardware and software systems as well as associated services that enable effective and scalable TV and video streaming over IP. The Company’s solutions are primarily sold to telecom and cable operators as well as to broadcasters and content owners that want to efficiently, securely and cost-efficiently make TV and video content available to their viewers.

Edgeware’s solution is based on creating a decentralized content delivery network (CDN), where the Company’s hardware and software ensure that customers’ viewers can stream content from servers at the edge of a network, located closest to the viewer. This intelligently designed decentralised system ensures a high level of quality and delivery reliability and reduces the traffic load in the backhaul network (the network between the customers’ central data centre and the final part of the network, closest to the viewer).

Between 2007 and 2015, the Company’s net sales grew by an average annual rate of 41 per cent per year and Edgeware’s net sales for the 12-month period ending 30 September 2016 amounted to SEK 232 million and the gross margin to 69 per cent.

Advisors

Carnegie Investment Bank is acting as Global Coordinator and Joint Bookrunner and Handelsbanken Capital Markets is acting as Joint Bookrunner in the Offering. Advokatfirman Vinge is legal advisor to Edgeware. Baker & McKenzie Advokatbyrå KB is legal adviser to the Global Coordinator and Joint Bookrunners.

For further information, please contact:

Gunilla Wikman, IR Manager, +4670-763 81 25, gunilla.wikman@edgeware.tv

Important information

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

The offering of securities referred to in this announcement has been made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). 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 that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (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 this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement 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,” “intends,” “estimate,” “will,” “may,” "continue," “should” 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 its 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.

In connection with the offer or sale of securities referred to herein, the Joint Bookrunners may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the Joint Bookrunners in accordance with all applicable laws and rules.

[1]Amadeus Capital Partners, Creandum, Micron Technology and the Company’s founders (Joachim Roos, Lukas Holm and Kalle Henriksson)