Regulatory approvals obtained for the Klingel Acquisition and the Rights Issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE FURTHER REGISTRATION MEASURES. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.
Regulatory approvals obtained for the Klingel Acquisition and the Rights Issue
On 28 July 2023, Elos Medtech AB (publ) (“Elos Medtech” or the “Company”) announced that it had entered into a share purchase agreement to acquire all shares in Klingel Holding GmbH (“Klingel”), from IK Partners and management. On 15 September 2023, the extraordinary general meeting of Elos Medtech approved the rights issue resolved upon by the board of directors of Elos Medtech and announced by the Company on 12 August 2023 (the “Rights Issue”) to finance the acquisition, and today, Elos Medtech announces that the Merger Control Clearance and German FDI Clearance (as defined below) have been received.
The acquisition of Klingel, a leading contract development and manufacturing organization (CDMO) headquartered in Germany, will strengthen Elos Medtech’s offering by adding new R&D capabilities and technology expertise. Further, the acquisition will broaden the product offering, add new high-profile global customers and increase presence in the attractive DACH region, thereby providing an excellent strategic fit for Elos Medtech and Klingel combined.
Closing of the acquisition of Klingel (the “Klingel Acquisition”) is conditional upon:
- merger control clearance required under German merger control laws having been obtained or deemed to have been obtained (the “Merger Control Clearance”);
- that the German Federal Ministry of Economic Affairs and Climate Action (Bundesministerium für Wirtschaft und Klimaschutz) has cleared the transaction or such clearance has been deemed, by the provisions of the German Foreign Trade Act (Außenwirtschaftsgesetz) and the German Foreign Trade Ordinance (Außenwirtschaftsverordnung), to have been obtained (“German FDI Clearance”);
- approval of the Rights Issue by the general meeting of Elos Medtech (including the required amendment of Elos Medtech’s articles of association); and
- registration of the Rights Issue with the Swedish Companies Registration Office (together with conditions 1-3, the “Closing Conditions”).
The Rights Issue is conditional upon (i) Merger Control Clearance and German FDI Clearance being obtained no later than six banking days prior to the record date for the Rights Issue, but in no event later than 9 February 2024, and (ii) approval of the Rights Issue by the general meeting of Elos Medtech (including the required amendments of Elos Medtech’s articles of association).
On 15 September 2023, the general meeting of Elos Medtech approved the Rights Issue, including the required amendment of Elos Medtech’s articles of association.
Elos Medtech has now obtained Merger Control Clearance and German FDI Clearance, whereby those of the Closing Conditions for the Klingel Acquisition and conditions for the Rights Issue have been satisfied. As a result, all of the conditions for the Rights Issue have now been satisfied while closing of the Klingel Acquisition remains subject to registration of the Rights Issue with the Swedish Companies Registration Office. The Rights Issue is expected to be registered with the Swedish Companies Registration Office on or around 14 November 2023.
Stefano Alfonsi, CEO of Elos Medtech, comments:
“I am very pleased to conclude that we have now received further approvals required to complete and finance the Klingel Acquisition. Today’s announcement is an important milestone in the completion of the acquisition, an exciting step in the continued development of Elos Medtech.”
For further information, please contact:
Stefano Alfonsi, President and CEO, +44 772 04 98 342, email: stefano.alfonsi@elosmedtech.com
Ewa Linsäter, Group CFO, +46 76 633 32 33, email: ewa.linsater@elosmedtech.com
About Elos Medtech
Elos Medtech is a leading development and production partner for medical devices and components, with a focus on dental and orthopedic implants and instruments. The Company operates from facilities in Sweden, Denmark, China, and the U.S. The customer base comprises international medical technology companies.
Elos Medtech has more than 650 employees and a turnover of approximately SEK 950 million. Elos Medtech has been listed on NASDAQ Stockholm AB since 1989. Elos Medtech’s B share is categorized as a Health Care company on the Mid Cap list.
IMPORTANT INFORMATON
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Elos Medtech. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not a prospectus for the purpose 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 (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in a prospectus. Any invitation to those entitled to subscribe for shares in Elos Medtech is made solely through the prospectus which Elos Medtech estimates to be published on or about 19 October 2023.
This press release or information herein may not, in whole or partly, be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what is required pursuant to Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, paid subscribed shares (BTA) or new shares have or will be registered under the United States Securities Act of 1933 (the “Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act. Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the securities mentioned in this press release other than in Sweden.
In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State”), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
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. 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.
Tags: