Swedish Orphan Biovitrum announces a fully guaranteed rights issue of approximately SEK 600 million
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* The Board of Directors of Swedish Orphan Biovitrum AB ("Sobi" or the
"Company") has resolved on a rights issue of approximately SEK 600 million,
with preferential rights for the Company's shareholders (the "Rights
Issue").
* Investor AB and Bo Jesper Hansen (Sobi's chairman), have undertaken to
subscribe for their respective pro rata share of the Rights Issue and the
remaining amount is underwritten by Carnegie and Handelsbanken. In addition,
CEO Kennet Rooth also intends to subscribe for his pro rata share.
* The Rights Issue is subject to approval by the Annual General Meeting on
April 28, 2011.
* The subscription price and offer ratio are expected to be announced on
April 27, 2011.
* Trading in subscription rights is expected to occur from May 11 until May
23, 2011.
* The subscription period is expected to run from May 11 until May 26, 2011.
Background and reasons
The proceeds from the Rights Issue are expected to improve Sobi's capacity to
implement its strategy and reach its financial goals by taking advantage of
commercial opportunities including:
* Expansion of the product portfolio through additional in-licensing,
distribution agreements and product acquisitions.
* Commercialization of new products.
* Continued geographical expansion through extension of the marketing
organization and through cooperation with external partners.
Following the merger of Biovitrum AB and Swedish Orphan International AB, which
was concluded in January 2010, the companies have been successfully integrated.
A number of measures have been implemented within the framework of Sobi's
strategy. The number of product launches has increased and five new partnership
agreements have been signed. In 2010 a decision was taken to advance the three
most important clinical projects into phase III. Also, the marketing
organization has been expanded in both Europe and the US. The Board of Directors
and certain management functions have been reinforced. In addition, the
resources available for business development have been increased significantly
at the same time as streamlining within central functions, pre-clinical research
and production is continuing.
As previously communicated, net sales and profits in 2010 was weaker than
expected. Net sales were negatively affected by the strengthening of the Swedish
krona against the US dollar and the euro, mandatory price reductions on
pharmaceuticals as a result of budget problems in many European countries, and
delays in decisions from authorities regarding product registrations and
reimbursements. In addition, an increase in the capital tied up had a negative
effect on cash flow. The increase in capital tied up mainly relates to a
temporary build-up of stocks of Kineret as production is being transferred from
the US to Europe. Kineret sales have developed well and the anticipated
continued sales growth is expected to trigger a milestone payment of USD 55
million (approximately SEK 350 million) to Amgen in the latter part of 2012.
Following the Rights Issue, the Company's net debt will decrease by
approximately SEK 600 million. As per December 31, 2010, the Company's net debt
amounted to SEK 1 147 million. The Company has a credit limit of SEK 1.2
billion.
The Rights Issue
The Board of Directors has resolved, subject to approval by the Annual General
Meeting, to raise approximately SEK 600 million, through an issue of common
shares, with preferential right for the Company's shareholders, in relation to
the number of shares they hold on the record day. In the event that all shares
are not subscribed for with preferential rights, shareholders and others will
have the opportunity to subscribe for the remaining shares without preferential
rights.
The final terms of the Rights Issue, including the subscription price, maximum
increase of the share capital and the number of shares to be issued, will be
resolved by the Board of Directors and announced on or about April 27, 2011. The
Annual General Meeting will be held on April 28, 2011.
The record date for participation in the Rights Issue will be May 5, 2011 and
the subscription period is expected to run from May 11 up to and including May
26, 2011.
Allotment of shares subscribed for without the exercise of subscription rights,
will firstly be allotted to those that also have subscribed for shares by
exercising of subscription rights (in case of oversubscription, in proportion to
the number of subscription rights used for subscription of shares), secondly, to
others that have applied for subscription of shares without exercising
subscription rights (in case of oversubscription, in proportion to the number of
shares that each has applied to subscribe for without exercising subscription
rights), and thirdly to the guarantors in proportion to their respective
underwriting commitments.
Subscription undertakings and underwriting commitments
The Company's main shareholder Investor AB, holding 40.6 per cent of ordinary
shares and Bo Jesper Hansen, holding 3.4 per cent of ordinary shares have
undertaken to subscribe for their respective pro rata shares of the Rights
Issue.
The remainder of the Rights Issue of i.e. 56.1 per cent is, subject to customary
terms and conditions, underwritten by Carnegie Investment Bank AB (publ) and
Svenska Handelsbanken AB (publ). In addition, CEO Kennet Rooth also intends to
subscribe for his pro rata share.
Indicative timetable for the Rights Issue
April 27, 2011 The terms of the Rights Issue are announced
Annual General Meeting of shareholders to
April 28, 2011 approve the Rights Issue resolved by the
Board of Directors
May 3, 2011 First day of trading the Sobi share excluding
subscription right
May 5, 2011 Estimated date of publication of the
prospectus
Record date for participation in the Rights
Issue,i.e. shareholders registered in the
May 5, 2011 share register of Sobi as of this date will
receive subscription rights for participation
in the Rights Issue
May 11-May 23, 2011 Trading in subscription rights
May 11-May 26, 2011 Subscription period
About June 1, 2011 Announcement of preliminary outcome
Financial and legal advisors
Carnegie Investment Bank and Handelsbanken Capital Markets are Joint Lead
Managers and Joint Bookrunners in the Rights Issue. Mannheimer Swartling is
acting as legal advisor to Sobi, and Linklaters is acting as legal advisor to
the Joint Lead Managers.
Telephone conference
A telephone conference will be held today with CEO Kennet Rooth at 10.00 a.m.
CET. To participate in the telephone conference, please call:
SE: +46 (0)8 505 598 53
UK: +44 (0) 20 3043 2436
To follow the telephone conference via Internet, directly or afterwards, please
follow the link on the web sitewww.sobi.com
Change of reporting date
As a result of the rights issue, the report for the first quarter 2011 will be
published on April 20 instead of April 28 as previously stated.
For additional information, please contact
Kennet Rooth, CEO
Telephone: +46 8-697 20 00
The above information has been made public in accordance with the Swedish
Securities Market Act and/or the Financial Instruments Trading Act. The
information was released for public distribution on March 29, 2011 at 8.30 a.m.
CET.
IMPORTANT INFORMATION
The information in this press release is not intended for distribution,
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The information in this press release is not an offer to sell or a solicitation
to buy shares. This press release is not a prospectus under the Prospectus
Directive 2003/71/EC. A prospectus will be prepared and published in accordance
with the Prospectus Directive and will thereafter be made available by the
Company. Investors shall not subscribe for securities referred to in this press
release other than on the basis of the information which will be included in
such prospectus.
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 unless they are registered under the Securities Act or pursuant to an
available exemption therefrom.. There will be no public offer of securities in
the United States.
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"expect", "believe", "estimate", "plan" and "forecast" in this press release are
intended to indicate forward-looking statements. These forward looking
statements reflect the current expectations on future events of the management
at the time such statements are made, but are made subject to risks and
uncertainties. All these forward-looking statements are based on the
expectations and assumptions of the management and are deemed reasonable but
uncertain and difficult to predict. Actual outcomes and results may differ
significantly from the forward looking statements. The Company does not intend,
nor undertakes, to update any such forward looking statements.
