NeoDynamics carries out directed new share issue of approximately SEK 90 million and convenes extraordinary general meeting
The board of directors of NeoDynamics AB (“NeoDynamics” or the “Company”) proposes that an extraordinary general meeting is convened to resolve on a directed new share issue to a limited group of investors (the “Share Issue”). The subscription price is proposed to be SEK 3.71 per share and is decided through an accelerated bookbuilding process. The Share Issue can bring approximately SEK 90 million before transaction costs to the Company. As a result of the Share Issue, Cardeon Futuring Finance (“Cardeon”) - with Chairman of the Board Masoud Khayyami together with the the management team - can become one of the larger shareholders of NeoDynamics. The Dutch company Nyenburgh Holding BV (“NYIP”) also participates in the Share Issue.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF NEODYNAMICS AB (PUBL). PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
The Share Issue can add a total of 24,243,641 new shares, priced at SEK 3.71 per share. The new shares are priced at a discount of 13.7 percent compared to the closing price of NeoDynamics stock at Spotlight Stock Market on October 21, 2020.
The Company has made the assessment that the subscription price is fair regarding the current industry- and market conditions and that it is in the best interest of both the Company and its shareholders to carry out the Share Issue. The Share Issue is subject to resolution at an extraordinary general meeting to be held on the 19th of November 2020, which will be convened in a separate press release.
The reason to deviate from the shareholders' pre-emption rights is to ensure the most time and cost-effective financing of the Company's continued commercialization and widen the number of institutional owners.
The proceeds from the Share Issue will be used to finance ongoing operations. NeoDynamics is planning towards the sale-start of its new ultrasound guided tissue sampling system NeoNovia in UK, Sweden, and Germany by the end of 2020 and in the US during 2021. The system intends to better the process of diagnosing breast cancer.
"NeoDynamics new product, with its micropulse technology, can substantially improve breast cancer diagnosis and establish a new global standard within the field. Cardeon will actively support NeoDynamics in the long run and secure the process of establishing NeoNovia as the future system of high-precision biopsy" - Masoud Khayyami, Chairman Cardeon Futuring Finance.
Cardeon offers funding to innovative and promising Nordic companies in Life Sciences, with the potential to change the global market. Cardeon is the largest shareholder of the publicly traded companies SpectraCure, Lumito, and Prolight Diagnostics. Masoud Khayyami has substantial experience in research, medical, medtech, and biotechnical sectors and solid entrepreneurial experience. He is the CEO of SpectraCure and Chairman of several other companies, including Lumito and Prolight Diagnostics.
Nyenburgh Holding BV is a dedicated investors group within Life Science, based in Amsterdam. NYIP has a strong focus on European biotech and medical companies that develop innovative solutions for people's health.
"We are glad to welcome a long-term financier as Cardeon, who holds an existing portfolio of innovative companies within the cancer-industry, and we see great synergy possibilities and possible future collaborations on the market for cancer treatment. We also welcome Nyenburgh Holding BV as a new initiated owner” - Anna Eriksrud, CEO NeoDynamics
Through the Share Issue, the Company's total number of shares can increase by a maximum of 24,243,641 shares, from 36,006,951 to 60,250,592 shares. The share capital can increase by a maximum of SEK 2,424,364.10, from SEK 3,600,695.10 to SEK 6,025,059.20.
In order to finance the Company's operations until the issue proceeds from the Share Issue has been received by the Company, the Company has entered into a loan agreement with Cardeon regarding a bridge loan (the “Bridge Loan”). The Bridge Loan amounts to a total of SEK 10 million and carries an annual interest rate of 12 percent and a set-up fee of 4 percent of the nominal loan amount. The Bridge Loan, accrued interest and set-up fee are due for payment on December 31, 2020, if repayment has not been made before that date. Repayment of the Bridge Loan, including the set-up fee, to Cardeon is intended to be made by set-off against shares in the Share Issue.
For more information, please contact:
Anna Eriksrud, CEO NeoDynamics AB (publ), +46 708 444 966 or anna.eriksrud@NeoDynamics.se, or:
Jörgen Vrenning, CFO/IR NeoDynamics AB (publ), +46 708 519 648 or Jorgen.vrenning@NeoDynamics.se
Advisers
In conjunction with the Share Issue, the Company has engaged Stockholm Corporate Finance AB as Sole Coordinator and Sole Bookrunner. Qap Legal Advisors AB acts as legal adviser to the Company.
This information is inside information that NeoDynamics AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on October 21, 2020 at 23:20 CEST.
About NeoDynamics AB (publ)
NeoDynamics AB (publ) is a Swedish Medical Technology company dedicated to advancing diagnosis and care of breast cancer. The Company has an innovative biopsy system, NeoNavia, built on patented micro pulse technology, which is based on research from Karolinska Institutet in Sweden. The system is designed so that both patients and doctors will receive an accurate lesion targeting and high tissue yields for correct diagnosis and individualized treatment. Leading clinics in UK, Germany, and Sweden are evaluating NeoNavia, and a commercial launch is expected during 2020.
About NeoNavia
NeoNavia is the tradename of the biopsy system, intended and used for ultrasound guided sampling. NeoNavia consists of a base unit, a handheld driver, and three types of biopsy needles. micro pulse technology drives each needle, enabling a simpler needle-insertion and increasing precision in the suspected lesion. The system is designed so that both patients and doctors will receive an accurate lesion targeting and high tissue yields for correct diagnosis and individualized treatment.
About the micro pulse technology
The patented micro pulse technology is based on pneumatic mechanisms, which enable high precision and positioning of the biopsy needle, regardless of issue-type. The handheld driver consists of a drive-unit which generates pulsation. With power from the base unit, the handheld driver accelerates the biopsy needle with great control even when the distances are small. This allows a distinct, stepwise needle insertion without affecting the nearby tissue. In turn, this creates good access and flexibility in areas where tissue sampling of lesions is considered problematic.
About Stockholm Corporate Finance AB
Stockholm Corporate Finance is a Swedish, independent and privately owned financial advisor offering qualified transaction based advisory services by acting in capital raisings, changes in ownership, acquisition, merger and acquisitions (M&A) in listed and privately held companies. Stockholm Corporate Finance is the exclusive Swedish partner in the global network of M&A Worldwide consisting of 50 M&A advisors and investment banks in 35 countries. Stockholm Corporate Finance is an investment firm which is supervised by the FSA and is a member of the trade organization SwedSec Licensing AB. www.stockholmcorp.se
About Cardeon Futuring Finance
Cardeon Futuring Finance is a Swedish investment company within Life Science located in Lund, Sweden. The Company invests in Nordic innovative companies and startups, both listed and unlisted, which can make a difference in the global market. Cardeons self-developed and well-functioning investment process has resulted in a portfolio that contains seven companies within MedTech, whereas three are listed. The portfolio companies have access to both global experience within market-establishment and a network of technical expertise like advisors within finance, patents, and legal issues. The portfolio will continue to grow, and the Company is planning for a public listing during 2021. www.cardeon.se
Important information
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 NeoDynamics in any jurisdiction, neither from NeoDynamics nor from someone else.
Any investment decision in connection with the Share 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 Stockholm Corporate Finance AB. 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.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and accordingly may not be offered or sold in the United States. The Company will not register any part of the offering in the United States or conduct a public offering of 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, within or into the United States, Canada, Japan, South Africa or Australia or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by 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 purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. NeoDynamics has not authorized any offer to the public of securities in any EEA member state and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and can only be engaged by, ”qualified investors” who are (i) persons having professional experience in matters relating to investments and who fall within the definition of ”investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”); or (ii) high net worth individuals falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ”relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release nor act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect NeoDynamics intentions, assessments, or current expectations about and targets for NeoDynamics future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which NeoDynamics operates. Forward- looking statements are statements that are not historical facts and may be identified by the fact that they contain 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 NeoDynamics 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. NeoDynamics 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.
Readers of this press release should not place undue reliance 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. Neither NeoDynamics nor anyone else 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.
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 NeoDynamics have been subject to a product approval process, which has determined that such 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 in NeoDynamics may decline and investors could lose all or part of their investment; the shares in NeoDynamics offer no guaranteed income and no capital protection; and an investment in the shares in NeoDynamics 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 Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 NeoDynamics.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in NeoDynamics and determining appropriate distribution channels.