Biovitrum AB (publ) completes the acquisition of Swedish Orphan International Holding AB and resolves on an issue in kind
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.
Biovitrum AB (publ) ("Biovitrum") has today completed the previously announced
acquisition of Swedish Orphan International Holding AB ("Swedish Orphan").
Biovitrum has acquired all shares and warrants in Swedish Orphan by payment of a
consideration consiting of approximately SEK 1,923 million in cash and in
addition newly issued common shares in Biovitrum.
As a result of the acquisition consideration being partially paid by way of
newly issued common shares in Biovitrum the board of directors has today
resolved, in accordance with the authorization from the extraordinary
shareholders' meeting on December 4(th), 2009, to issue no more than 58,336,606
new common shares, whereby the share capital of Biovitrum may be increased by no
more than approximately SEK 32,009,113. Only Investor Investments B.V., Bo
Jesper Hansen and Kennet Rooth have been entitled to subscribe for the new
common shares, with a right and obligation to pay for the new common shares by
transfer of shares in Swedish Orphan. All newly issued common shares have been
subscribed for and allotted. The estimated value of the assets contributed in
kind corresponds to a subscription price of approximately SEK 29,80 per common
share, corresponding to the volume-weigted average share price for the Biovitrum
share during the 20 trading days prior to the announcement of the acquisition on
November 5(th), 2009, adjusted for the dilution of the rights issue carried out
by Biovitrum in order to partially finance the cash consideration for the
acquisition.
Bo Jesper Hansen and Kennet Rooth have committed not to dispose of any of their
respective subscribed common shares in Biovitrum during a period of 12 months
following the completion of the acquisition.
Trading in the new shares is expected to commence on NASDAQ OMX Stockholm on or
about January 20(th), 2010. As a result of the issue in kind, the number of
shares in Biovitrum will increase from 151,704,533 to 210,041,139[1],
corresponding to in total 209,577,112.5 votes.
At the extraordinary shareholders' meeting on December 4(th), 2009 Bo Jesper
Hansen was, contingent upon the completion of the acquisition, elected as a new
member and Vice Chairman of the board of directors of Biovitrum for the period
until the end of the next annual meeting. As a result of the acquisition of
Swedish Orphan now having been completed, Bo Jesper Hansen joins the board of
directors of Biovitrum, where after the board of directors has the following
composition: Håkan Åström (Chairman), Bo Jesper Hansen (Vice Chairman),
Mats-Olof Ljungkvist, Wenche Rolfsen, Michael Steinmetz, Hans Glemstedt, Hans
Wigzell, Peter Sellei, Catarina Larsson (union representative) and Bo Gunnar
Rosenbrand (union representative).
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[1] Whereof 515,585 series C shares.
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, EVP Investor Relations Biovitrum
Phone: +46 73 422 15 40
erik.kinnman@biovitrum.com <mailto:erik.kinnman@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 12:00 p.m. (noon) CET on January 14(th), 2010.
