New share issue with preferential rights for existing shareholders in the amount of SEK 1,857 million on account of Meda’s acquisition of 3M’s European pharmaceutical division
• Share issue terms 1:9 at SEK 160
• Extraordinary General Meeting on 10 January 2007
On account of the earlier announced acquisition of 3M’s European pharmaceutical division the Board of Meda has decided on a new share issue with preferential rights for the Company’s shareholders in the amount of SEK 1,857 million – subject to approval by an Extraordinary General Meeting. The proceeds from the new share issue will be used to repay part of the bank loans taken up to finance the acquisition but also to create financial preparedness for other business opportunities. The Board has decided to call for an Extraordinary General Meeting of shareholders on 10 January 2007. The decision on the new share issue is based on the assessment that closing of the acquisition of 3M’s European pharmaceutical division occurs at the turn of the year 2006 and is conditional upon closing occurs at the latest by 19 February 2007.
The new share issue means that shareholders have preferential rights to subscribe for shares in relation to their holdings. Shareholders may subscribe for one (1) new share for every nine (9) old shares held. Hence, registered shareholders in Meda on the record date of the new share issue will receive one (1) subscription right for each share held in the company. Nine (9) subscription rights entitle the holder to subscribe for one (1) new share. The issue price is set at SEK 160 per share. Unused subscription rights may be sold. SEB and other securities companies will act as intermediaries between buyers and sellers of subscription rights.
The new share issue, if fully subscribed, will increase Meda’s share capital from the current SEK 208,958,716 by a maximum of SEK 23,217,634, or, if the company’s warrants 2006/2008 are fully utilised through subscription of a maximum of 3,000,000 series A shares (each with a quota value of SEK 2), by a maximum of SEK 23,884,300. Thereby, a maximum of 11,942,150 new series A shares can be subscribed within the scope of the new share issue decided upon by the Board, of which a maximum of 333,333 shares can be subscribed on the basis of shares received after utilisation of existing warrants. Net proceeds from the share issue, if fully subscribed, after issue expenses is expected to be about SEK 1,845 million.
Stena Sessan Rederi AB and Second AP Fund, Meda’s two largest shareholders, together representing 35.1 percent of the share capital, have agreed to vote and subscribe for their respective shares in the planned new share issue. In addition, Nordea Funds, Lannebo and Robur Funds, together representing about 10.5 percent of the share capital, have stated their intention to vote for and subscribe for their respective allotments in the new share issue provided that this is in compliance with their respective fund laws. Furthermore, a number of other large shareholders have declared their intention to vote for the new share issue, such that shareholders that today represent more than 50 percent have therefore declared their intention to vote for the new share issue at the forthcoming Extraordinary General Meeting.
Complete terms as well as a timetable for the new share issue appear from the notice of the Extraordinary General Meeting which is made public in a separate press release as of today.
SEB Enskilda is Meda’s financial advisor in connection with the new share issue. SEB Merchant Banking is providing the bank loans that finance the transaction.