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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER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
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.
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
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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.
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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.