Integrum intends to carry out a directed issue of series B shares of approximately SEK 120 million
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE , IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
Integrum AB (“Integrum” or the “Company”) hereby announces its intention to carry out an issue of series B shares of approximately SEK 120 million directed to Swedish and international institutional investors (the “Directed Issue”). Integrum has appointed Carnegie Investment Bank AB (publ) (“Carnegie”) as Sole Bookrunner in connection with the Directed Issue.
The Directed Issue
The Directed Issue is intended to be carried out with deviation from the shareholders’ preferential rights in accordance with the issue authorization by the annual general meeting on 30 September 2020. The subscription price and the total number of new series B shares in the Directed Issue will be determined through an accelerated book building procedure, which will commence immediately following this press release. Pricing and allocation of the new shares is expected to take place before the commencement of trading on Nasdaq First North Growth Market at 09:00 CET on 16 June 2021. By establishing the subscription price in the Directed Issue through an accelerated book building procedure, it is the assessment of the Board of Directors that the subscription price will accurately reflect current market conditions and demand. The closing, pricing and allocation in the book building procedure are at the discretion of the Company and the procedure may be cancelled at any time. The Company will announce the outcome of the Directed Issue in a subsequent press release after the book building procedure has been completed.
The reason for deviating from the shareholders’ preferential right is to carry out a capital raise in a time and cost-effective manner, to finance an acceleration of the commercialization strategy and also further diversify the shareholder base with Swedish and international institutional investors.
The Company intends to use the net proceeds from the Directed Issue to continue to strengthen the organization to accelerate the Company’s commercialization strategy including:
- Scale-up the Company’s regulatory and reimbursement capabilities to accelerate the expansion of the OPRA™ Implant System in the US with focus on Medicare;
- Continued investments in the sales & marketing and R&D organizations;
- Expanding the product portfolio within the EU and US with focus on eOPRA and additional indications; and
- R&D pipeline progression of the next generation OPRA and eOPRA solutions to further improve quality of life for individuals with amputations.
In connection with the Directed Issue, the Company has agreed not to, with customary exceptions, issue any shares for a period of 180 days after the settlement date of the Directed Issue. In addition, the Company’s Board of Directors and management team, have agreed not to sell any shares in Integrum for a period of 180 days after the settlement of the Directed Issue, subject to customary exceptions.
The Directed Issue is contignet that the board of directors, based on the issue authorization by the annual general meeting on 30 September 2020, resolves on a directed new issue of series B shares.
Carnegie Investment Bank is Sole Bookrunner in connection with the Directed Issue. Setterwalls Advokatbyrå AB is legal adviser in connection with the Directed Issue.
 The OPRA™ Implant System is an innovative method allowing the direct connection of an artificial limb to the skeleton.
This disclosure contains information that Integrum AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014) and the Swedish Securities Markets Act (2007:528). The information was submitted for publication, through the agency of the contact person, on 15-06-2021 17:31 CET.For more information contact :
Maria Lopez, VD
Tel.+46 708-46 10 69
Dennis Baecklund, CFO
Tel.+46 725-56 68 69
Erik Penser Bank AB
Tel. +46 8 463 8000
Integrum develops and markets innovative systems for osseointegration. Integrum's OPRA™ Implant System improves the quality of life for amputees through improved function, comfort and mobility. With 20 years of experience from over 500 operations in 14 countries, the Company is today a world leader in bone-anchored prostheses for the treatment of amputees – a superior alternative to the traditionally used socket prosthesis.
The OPRA™ implant system is currently the only FDA-approved system available on the U.S. market for bone-anchored prostheses above the knee, and the only system in the world that has received a PMA from the FDA for this treatment indication. The Company’s shares are listed on Nasdaq First North Growth Market. For more information about the Company and its innovative solutions for amputees, see www.integrum.se.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Integrum in any jurisdiction, neither from Integrum nor from anyone else.
Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Carnegie as Sole Global Coordinator and Sole Bookrunner. 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 for any purpose on the information contained in this announcement or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US 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. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, to Australia, Canada, Japan or the United States of America or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Integrum has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State and the United Kingdom, this communication is only addressed to and is only directed at qualified investors in that Member State or in the United Kingdom within the meaning of the Prospectus Regulation.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Integrum have been subject to a product approval process, which has determined that the shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Integrum.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Integrum and determining appropriate distribution channels.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release 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 to 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 press release.