Lundbeck proposes a new share structure with A-shares and B-shares to increase financial capacity to fund future growth opportunities
- In order to ensure increased financial capacity, a new share structure will be proposed whereby each of Lundbeck’s existing shares will be split into one (1) A-share carrying ten votes and four (4) B-shares each carrying one vote
- The A-shares and the B-shares will be ordinary, fully paid shares carrying equal economic rights in all respects. Both share classes will be listed on Nasdaq Copenhagen and the share split is expected to be effectuated following approval at an extraordinary general meeting expected to be held in June 2022
- The Lundbeck Foundation has informed Lundbeck, that the Lundbeck Foundation, at a later stage and subject to certain conditions, will offer eligible shareholders a 1:1 exchange of their A-shares with the Foundation’s B-shares
Valby, Denmark, February 9, 2022 - H. Lundbeck A/S (Lundbeck) today announced its decision to propose a share split with A-shares and B-shares for approval by the shareholders at an extraordinary general meeting expected to be held in June 2022 following a listing document approval process with Danish Financial Supervisory Authority (FSA). The proposed change to the share structure was introduced by the Lundbeck Foundation to enhance the company’s financial capacity and was subsequently developed together with Lundbeck.
The proposed new share structure
The proposed new share structure will entail a share split whereby each of Lundbeck’s existing shares of nominally DKK 5 will be split into one (1) A-share of nominally DKK 1 carrying ten votes and four (4) B-shares of nominally DKK 1 each carrying one vote. The A-shares and the B-shares will be ordinary, fully paid shares carrying equal economic rights in all respects. Thus, after the new share structure has been adopted, all shareholders will maintain the same financial ownership and share of voting rights compared to before the proposed new share structure.
The new share structure will not impact Lundbeck’s current dividend policy.
Expected timing of the proposed share split
The proposed share split requires publication of a listing document in Denmark relating to admission to listing of the new classes of shares and it requires approval by the shareholders at a general meeting in Lundbeck by at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the general meeting.
Lundbeck will soon initiate a dialogue with the Danish FSA regarding approval of the listing document. This process is expected to take several months. Lundbeck currently expects that the share split will be put forward by Lundbeck for approval to the shareholders at an extraordinary general meeting in June 2022. The proposed share split is expected to take effect 1 – 2 days after approval at the extraordinary general meeting, without any need for the shareholders to subscribe for shares.
Rationale for the change in share structure
Lundbeck’s purpose is to restore brain health so every person can be their best. Lundbeck’s strategy is to build a premier neuroscience pipeline while delivering sustainable, profitable growth, towards becoming a global leader in brain health. Over time, Lundbeck plans to grow organically and when appropriate through external innovation including licensing, partnerships and acquisitions. The proposed share split will provide Lundbeck with additional capacity to pursue its long-term growth strategy.
The Lundbeck Foundation conducts its ownership of Lundbeck indirectly via its fully owned subsidiary Lundbeckfond Invest A/S, the shareholder of Lundbeck, holding 69% of the shares in Lundbeck. The proposed share split increases Lundbeck’s funding options for growth whilst ensuring the long-term ownership of the Lundbeck Foundation.
Following the new share structure being adopted, B-shares have the potential to act as a new funding source for Lundbeck that can be deployed with a lower impact on voting rights dilution. Whilst there are no immediate plans for any major transactions that require equity funding, the new structure will provide Lundbeck with full equity capital market access while preserving the voting control of the Lundbeck Foundation.
“Over the past several years, Lundbeck has made significant progress executing on its ‘Expand and Invest to Grow’ strategy. The Board of Directors strongly believes that in time, Lundbeck can further strengthen its position in brain health. The proposed share split will enhance Lundbeck’s financial capacity, thus expanding the company’s options and enabling Lundbeck to make significant investments when the timing is right, to the benefit of all stakeholders,” says Lars Rasmussen, Chairman of the Board of Directors, Lundbeck.
“In time, there will be exciting opportunities for Lundbeck to grow further via additional partnerships and acquisitions. Lundbeck will selectively pursue these opportunities in the coming years. We therefore believe the timing is appropriate to equip ourselves for the longer-term, well before it becomes necessary. The increased ability to raise equity capital via the introduction of a new class of shares is consistent with our long-term strategy and ambitions,” says Deborah Dunsire President & CEO, Lundbeck.
The Lundbeck Foundation has actively supported the development of Lundbeck into the company it is today. The introduction of an A-share and B-share structure increases the Lundbeck Foundation’s ability to remain a committed and long-term, majority shareholder of Lundbeck.
“The frontiers of neuroscience are evolving rapidly, and we want to ensure that Lundbeck has every opportunity to develop and realize it ambitions as the international leader in brain health. The proposed share split will increase Lundbeck’s financial capacity to pursue partnerships and acquisitions in parallel with its organic growth activities while maintaining the long-term ownership stability provided by the Foundation. This way, Lundbeck is in the best position to increase value creation to the benefit of both patients and the company's shareholders in the short and long term,” says Lene Skole, CEO of the Lundbeck Foundation.
Lundbeck remains committed to maintaining its investment grade rating, while maintaining high levels of financial capacity.
Exchange offer by the Lundbeck Foundation
To accommodate shareholders who prefer to hold B-shares the Lundbeck Foundation has communicated to Lundbeck that the Lundbeck Foundation will offer eligible shareholders a 1:1 exchange of their A-shares with the Lundbeck Foundation’s B-shares subject to the FSA's approval of the listing document (prospectus) required for making the exchange offer. The Lundbeck Foundation has further communicated that such offer will be subject to approval of the share split by Lundbeck’s shareholders at an extraordinary general meeting and admission to trading of the A-shares and B-shares. The Lundbeck Foundation has informed Lundbeck that it expects that the exchange offer will be made in connection with or following the notice to convene the extraordinary general meeting in Lundbeck where the share split is proposed and that the offer is expected to end approximately two (2) weeks after such extraordinary general meeting. The Lundbeck Foundation has further informed that it will issue a press release about the share split and the exchange offer later today and that the press release can be found on the Lundbeck Foundation’s webpage The Lundbeck Foundation (lundbeckfonden.com).
Today at 13.00 CET, Lundbeck will be hosting a conference call for the financial community. You can find dial-ins and a link for webcast online at www.lundbeck.com under the Investor section.
|Palle Holm Olesen
|Thomas Mikkel Mortensen
|Vice President, Investor Relations
|Media Relations Lead, Corp. Communication
|+45 30 83 24 26
|+45 30 83 30 24
About H. Lundbeck A/S
Lundbeck is a global pharmaceutical company specialized in brain diseases. For more than 70 years, we have been at the forefront of neuroscience research. We are tirelessly dedicated to restoring brain health, so every person can be their best. We are committed to fighting stigma and discrimination against people living with brain diseases and advocating for broader social acceptance of people with brain health conditions. Our research programs tackle some of the most complex challenges in neuroscience, and our pipeline is focused on bringing forward transformative treatments for brain diseases for which there are few, if any therapeutic options.
For additional information, we encourage you to visit our corporate site www.lundbeck.com and connect with us on Instagram (h_lundbeck), Twitter at @Lundbeck and via LinkedIn.
About the Lundbeck Foundation
The Lundbeck Foundation is a commercial foundation encompassing a comprehensive range of commercial and philanthropic activities – all united by its strong purpose; Bringing Discoveries to Lives. The Foundation is the long-term and engaged owner of several international healthcare companies – Lundbeck, Falck and ALK – and an active investor in business, science and people through its commercial investments in the financial markets; in biotech companies based on Danish research and through philanthropic grants to science talents and programs in Danish universities. The Foundation’s philanthropic grants amount to more than DKK 600m annually primarily focusing on the brain – including the world’s largest personal prize for neuroscience, The Brain Prize.
Third-party information, legends and safe Harbor/Forward-Looking Statements
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 Through the Lundbeck Foundation's fully owned subsidiary Lundbeckfond Invest A/S.
 Through the Lundbeck Foundation's fully owned subsidiary Lundbeckfond Invest A/S.