Biovitrum AB (publ) announces terms of the rights issue
The information in this press release is not for release, publication
or distribution, directly or indirectly, in or into the United
States, Australia, Canada, Hong Kong, Japan, South Africa,
Switzerland or Singapore.
The board of directors of Biovitrum AB (publ) has set the following
terms for the rights issue:
* The issue price is SEK 15.00 per share.
* Each share held on the record date entitle to the receipt of 2
subscription rights. Each subscription right entitles to
subscription of 1 newly issued share.
* The share capital shall be increased by no more than
SEK 55,304,601 and no more than 100,792,632 shares
shall be issued.
The rights issue is subject to the approval by the extraordinary
shareholders' meeting to be held on December 4th, 2009 at 3 p.m.
Amendment of the articles of association
The board's resolution on the new issue of common shares with
preferential rights for the shareholders of Biovitrum is conditioned
on an amendment of the limits for the share capital and the number of
shares in the articles of association. Based on the terms for the
rights issue which have now been set by the board, the board proposes
that the extraordinary shareholders' meeting on December 4th, 2009
resolves, in accordance with item 7. (B) in the notice to attend the
shareholders' meeting, that the limits for the share capital be
amended to not less than SEK 38,410,000 and not more than SEK
153,640,000 and that the limits for the number of shares be amended
to not less than 70,000,000 and not more than 280,000,000.
The board has resolved to withdraw the proposal pursuant to item
7.(D) in the proposed agenda for the extraordinary shareholders'
meeting since the increase of the company's share capital, as may
occur by the exercise of the proposed authorization for the board to
resolve on the issue in kind, is within the adjusted limits of the
articles of association mentioned above. The notice in its entirety
is available under press releases on Biovitrum's website
www.biovitrum.com.
Background and rationale
On November 5th, 2009 Biovitrum announced that it had entered into an
agreement with the shareholders of Swedish Orphan International
Holding AB ("Swedish Orphan") pursuant to which Biovitrum shall
acquire 100 per cent of the shares and warrants in Swedish Orphan
(the "Transaction").
The purchase price is to be paid through a combination of newly
issued shares (48 per cent) and cash (52 per cent), such cash payment
to be financed by a combination of new bank loans and a new share
issue with preferential rights for the shareholders in Biovitrum (the
"Rights Issue").
The board of directors of Biovitrum has accordingly resolved on an
issue of common Biovitrum shares in the amount of not more than SEK
1.6 billion, subject to the approval by the extraordinary
shareholders meeting, for the purposes of financing the Transaction.
Shareholders will have preferential rights to subscribe for new
shares in proportion to their existing shareholdings. In accordance
with the board's resolution on the rights issue, the board has now
resolved the highest amount by which the share capital may be
increased, the highest number of shares to be issued, the exchange
ratio and the issue price per share.
The largest shareholder in Biovitrum, Investor AB, has entered into
an agreement which includes an undertaking, subject to certain
conditions, to subscribe for its pro rata share in the Rights Issue,
corresponding to approximately 23 per cent of the Rights Issue.
In addition, three institutional investors have entered into
subscription commitments which include an undertaking to, subject to
certain conditions, subscribe for shares at the subscription price in
an amount corresponding to approximately 27 per cent of the Rights
Issue. The remainder of the Rights Issue is, subject to certain
conditions, underwritten by Carnegie Investment Bank AB, ABG Sundal
Collier Norge ASA and Handelsbanken Capital Markets (the
"Underwriters"). Consequently, 100 per cent of the Rights Issue is
committed and underwritten.
Investor AB, the CEO of the company, Martin Nicklasson, and the CFO
of the company, Göran Arvidson, have committed not to dispose any of
their respective shares in Biovitrum during the period up until the
completion of the Rights Issue. Bo Jesper Hansen and Kennet Rooth
have committed not to dispose any of their respective shares in
Biovitrum during a period of 12 months following completion of the
Transaction.
Terms of the Rights Issue
Shareholders will receive 2 subscription rights for each share held
on the record date. Each subscription right entitles to the
subscription of 1 newly issued share. The share capital shall be
increased by no more than SEK 55,304,601 by the issue of no more than
100,792,632 shares. The issue price is SEK 15.00 per share.
Subscriptions may also be submitted without preferential rights. The
board of directors shall firstly allot shares to those who also
subscribed for shares by exercising subscription rights and, in case
of oversubscription, in proportion to the number of subscription
rights used for subscription of shares; secondly, to others who have
applied for subscription without subscription rights and, in case
they cannot receive full allocation, in proportion to the number of
shares that each subscriber has applied to subscribe for; thirdly, to
guarantors in proportion to their respective subscription
undertaking.
The record date for participation in the Rights Issue is December
9th, 2009. New shares may be subscribed for during the period as
from, and including, December 11th, 2009 until, and including,
December 30th, 2009, or such later date as the board of directors may
decide.
The detailed terms of the Rights Issue will be set out in the
prospectus to be prepared and made public in respect of the Rights
Issue. The prospectus is expected to be made public on or about
December 9th, 2009, and will be made available on Biovitrum's website
and be sent to the shareholders of Biovitrum.
Timetable
December 4th Extraordinary Shareholders Meeting
December 7th First day of trading in the shares, excluding
right to participate in the Rights Issue
December 9th Prospectus made public
December 9th Record date for participation in the Rights
Issue, i.e. shareholders registered in the share
register of Biovitrum as of this day will
receive subscription rights for participation in
the Rights Issue
December 11th - 23rd Trading in subscription rights
December 11th - 30th Subscription period
January 7th Announcement of results in the Rights Issue
January 14th Estimated closing of the Transaction
Advisers
HDR Partners AB is financial adviser and Mannheimer Swartling
Advokatbyrå AB is legal adviser to Biovitrum in the Transaction.
Carnegie Investment Bank AB, ABG Sundal Collier and Handelsbanken
Capital Markets are Joint Lead Managers in the Rights Issue.
Linklaters Advokatbyrå AB is legal adviser to the Joint Lead
Managers.
For further information, please contact:
Martin Nicklasson, CEO Biovitrum
Phone: +46 8 697 20 00
Göran Arvidson, CFO Biovitrum
Phone: +46 70 633 30 42
Erik Kinnman, VP Investor Relations Biovitrum
Phone: +46 73 422 15 40
erik.kinnman@biovitrum.com
About Biovitrum
Biovitrum is an international pharmaceutical company that markets
specialist pharmaceuticals in several regions. Using its expertise
and experience Biovitrum takes scientific innovation to patients with
significant unmet medical need. Research expertise and capabilities
are focused on development and production of biotechnology
therapeutics within our prioritized areas of hemophilia,
inflammation/autoimmune diseases, cancer supportive care and
malabsorption. Biovitrum has revenues of approximately SEK 1.2
billion and approximately 400 employees (prior to the Transaction).
Biovitrum's head office is located in Sweden and the share is listed
on the NASDAQ OMX Stockholm. For more information please visit
www.biovitrum.com.
IMPORTANT NOTICE:
The information in this press release is not for release, publication
or distribution, directly or indirectly, in or into the United
States, Australia, Canada, Hong Kong, Japan, South Africa,
Switzerland or Singapore.
The information in this press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of the securities referred to herein in any jurisdiction in
which such offer, solicitation or sale would require preparation of
further prospectuses or other offer documentation, or be unlawful
prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction.
The information in this press release does not constitute or form a
part of any offer or solicitation to purchase or subscribe for
securities in the United States. The securities mentioned herein have
not been, and will not be, registered under the United States
Securities Act of 1933 (the "Securities Act"). The securities
mentioned herein may not be offered or sold in the United States
absent registration or an exemption from the registration
requirements of the Securities Act. There will be no public offer of
securities in the United States.
The information in this press release may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorized.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other jurisdictions.
The above information has been made public in accordance with the
Securities Market Act and/or the Financial Instruments Trading Act.
The information was published at 8:00 CET on December 2nd, 2009.
