Moberg Pharma issues shares, secures acquisition financing and acquires DermoPlast

STOCKHOLM, December 7th, 2016. Moberg Pharma AB (publ) (”Moberg Pharma”) (OMX: MOB) has entered into a definitive agreement to acquire DermoPlast® for a purchase price of USD 47.6M plus stock value. The acquisition is financed through a directed new issue of shares in the amount of SEK 148M, an issue of corporate bonds in the amount of SEK 215M and by available cash resources.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEELAND, SOUTH AFRICA, HONG KONG OR SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL 

Moberg Pharma has, based on the authorization granted by Moberg Pharma’s Annual General Meeting on May 18th, 2016, carried out a private placement through a direct share issue of 2,843,504 shares, each at a total subscription price of SEK 52 per share (the “Issue”). The subscription price in the Issue has been determined through a so-called “accelerated book-building” procedure led by Carnegie Investment Bank. Subscribers in the Issue are a wide range of Swedish and international institutional investors. Through the Issue, which was announced on December 6th, 2016, Moberg Pharma will receive proceeds amounting to approximately SEK 148M. The company also intends to conduct a tap issue in the amount of SEK 215M under its outstanding bond loan and has received binding commitments for the same amount. As communicated, the company intends to use proceeds from the Issue, the bond issue and cash at hand to finance the acquisition of DermoPlast®. 

DermoPlast® is an anesthetic spray used externally for relief of pain and itching from skin chaps and skin injuries. DermoPlast® will be sold through Moberg Pharma’s established sales channels in the U.S., via chain drugstores such as CVS, Walgreens and Rite Aid and in mass retailers such as Walmart and Target and directly to hospitals. The hospital sales are primarily focused on women, for usage on skin chaps and vaginal injuries and surgery in connection with or after childbirth.  

Based on available information, the Company estimates that DermoPlast® during the period October 1st, 2015 - September 30th, 2016, and with application of IFRS and the Company’s accounting principles, experienced net sales of USD 12.0M and an EBITDA of USD 5.4M, equivalent to a EBITDA margin of approximately 45 per cent. The purchase price corresponds to approximately 8.9 times the estimated EBITDA for DermoPlast® for the equivalent period.  

DermoPlast® will be included among Moberg Pharma’s strategic brands, and is expected to be the company’s second largest product. At a completed acquisition of DermoPlast® it is expected that the brand, immediately following completion, will contribute positively to both the Moberg Pharma’s profit and cash flow per share, also considering financing costs. For further information, please see the company’s press release dated December 6th, 2016. 

”I am proud to announce the acquisition of DermoPlast®. After thorough evaluation and diligence I am very pleased that we have now secured financing to be able to complete this important acquisition for Moberg Pharma. The transaction is expected to contribute positively to our sales and profitability and contribute to our long-term financial target to deliver profitable growth and an EBITDA-margin of 25 percent”, says Peter Wolpert, CEO of Moberg Pharma 

"The Board of Directors of Moberg Pharma is very pleased with the acquisition of DermoPlast®. Through the acquisition, the company strengthens its portfolio of strategic brands – DermoPlast® fits perfectly into the company's focus on topical products. We can also fully utilize the existing organization and sales channels in the U.S. After the acquisitions, the company now has three major strategic brands – Kerasal Nail®, DermoPlast® and New Skin® – which increases the diversification and thus strengthens the company. The focus over the coming year is to successfully integrate acquisitions and to strengthen the positioning of our portfolio and to continue to create value through the advancement of our development pipeline." says Thomas Eklund, chairman of Moberg Pharma. 

The subscription price of SEK 52 for the new shares implies a discount of approximately 8 per cent based on the closing price of Moberg Pharma’s shares on Nasdaq Stockholm on December 6th, 2016. The subscription price for the shares is based on the accelerated book building procedure on December 6th, 2016 and Moberg Pharma has thereby ensured that the subscription price corresponds to fair market standards. The Issue entails a dilution of approximately 16.6 per cent in relation to the number of existing shares in the Company through an increase in the number of outstanding shares to 17,132,692 shares. The reasons for the derogation from the shareholders’ preferential rights are that it has been considered possible to through the Issue raise capital, in connection with the acquisition of DermoPlast®, to more preferential conditions, in shorter time and to a lower cost than if the shares were offered to current shareholders through a rights issue. 

In order to facilitate the delivery of shares to the investors in the Issue, Östersjöstiftelsen will lend shares to Carnegie Investment Bank. In connection with admission for trading of the shares which will be redelivered to Östersjöstiftelsen, Moberg Pharma will publish a listing prospectus. 

Advisors 
Carnegie Investment Bank has been engaged as financial advisor regarding the Issue and Carnegie Investment Bank and Swedbank have been engaged as financial advisors regarding the tap issue to the Company’s outstanding bond loan. Hansen Law has been engaged as legal advisor regarding the acquisition of DermoPlast® and Gernandt & Danielsson as legal advisor regarding the financing. 

About this information               
This information is information that Moberg Pharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the contact person set out above, at 08.00 a.m. (CET) on December 7th, 2016. 

Disclaimer/Notice
This communication is not an offer of securities for sale in the United States or any other jurisdiction. Any securities referred to in this communication may not be offered or sold in the United States or any other jurisdiction absent registration under applicable securities laws or an exemption from registration.

For more information, please contact:               
Peter Wolpert, CEO, telephone: +4670 - 735 71 35, e-mail: peter.wolpert@mobergpharma.se 
Anna Ljung, CFO, telephone: +4670 - 766 60 30, e-mail: anna.ljung@mobergpharma.se 

About Moberg Pharma, www.mobergpharma.com   
Moberg Pharma AB (publ) is a rapidly growing Swedish pharmaceutical company with OTC sales operations in the U.S. and a distributor network in more than 40 countries. The company’s portfolio includes the OTC brands Kerasal®, Kerasal Nail®, Balmex®, NewSkin®, Domeboro®, Fiber Choice® and PediaCare® (under divestment). Kerasal Nail® (Emtrix® or Nalox™ in certain markets) is a leading OTC treatment of nail disorders in the U.S., Canada as well as in several markets in EU and Southeast Asia. The company is growing organically as well as through acquisitions. Internal development programs focuses on innovative drug delivery of proven compounds and include two clinical stage assets, MOB-015 (onychomycosis) and BUPI (pain management in oral mucositis). Moberg Pharma has offices in Stockholm and New Jersey and the Company’s shares are listed on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm (OMX:MOB). 

Tags: