THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
The Directed Issue
The Board of Directors of
Motives and considerations of the Board of Directors
In order to strengthen
- Inclusion in the ISO standard for GARD®skin for expansion in the medical device industry,
OECD approval for GARD®skin Dose-Response to meet demand from the chemical and cosmetics industries,- Development of the VitroScreen ORA® platform for production of spheroids for the pharmaceutical and cosmetics industries,
- Technical platform upgrade for gene expression analysis, and
- Expansion of the sales organization.
It is the Company's assessment that the investments will have a significant positive effect on the Company's growth rate. Revenues related to the investments are expected to be approximately
The Company's Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue, but has concluded that a rights issue compared to a directed issue (i) unlike a rights issue, the Directed Issue is expected to strengthen the shareholder and capital base in the long term. The Company wishes to strengthen and expand its base of institutional, professional, and strategically important shareholders, in order to further strengthen the liquidity of the Company's share, (ii) would take significantly longer to implement and thus entail a risk of increased general market risk exposure, and (iii) the implementation of a directed share issue can be done at a significantly lower cost and with less complexity than a rights issue and in light of the current market conditions, the Board of Directors has assessed that a rights issue would risk to require external guarantees from an underwriting consortium in order to ensure a sufficient subscription rate, which would entail significant additional costs and potentially further dilution for the Company's shareholders depending on the type of consideration paid for such guarantee commitments..
In view of the above, the Board of Directors has made the assessment that the Directed Issue with deviation from the shareholders' preferential rights is the most advantageous option for
As the subscription price in the Directed Issue will be determined through an accelerated book-building procedure, the Board of Directors considers that the marketability of the subscription price is ensured.
To facilitate the implementation of the Directed Issue, new shares have initially been subscribed for by
Number of shares, share capital and dilution
Through the Directed Issue, the Company's share capital will increase by SEK 265 785,05, from SEK 1 209 416.25 to SEK 1 475 201.3, through a new issue of 5 315 701 shares, which means that the total number of shares will increase from 24 188 325 shares to 29 504 026 shares and will result in a dilution of approximately 18 percent of the capital for existing shareholders who did not participate in the issue.
Advisors
This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.
IMPORTANT INFORMATION
The publication, release or distribution of this press release may be restricted in certain jurisdictions. Recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves about and observe any such restrictions. This announcement does not constitute an offer to the public, or a solicitation of any offer, to buy or subscribe for any securities of the Company in any jurisdiction. This document has not been approved by any authority in any jurisdiction and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). No prospectus has been or will be prepared in connection with the Directed 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.
The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
In the
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Information for distributors
For the purpose of complying with the product governance requirements contained in: (a) Directive 2014/65/EU of the
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 of
Each distributor is responsible for conducting its own Target Market Assessment in respect of
Disclosure to investors pursuant to the act (2023:560) on the Screening of Foreign Direct Investments
The Act (2023:560) on the Screening of Foreign Direct Investments ("FDI Act") applies to the company's operations. In the event that the subscription of shares would result in an investor, after the investment, directly or indirectly, holding votes representing or exceeding any of the thresholds of 10, 20, 30, 50, 65, or 90 percent of the votes in the Company, the investor is required to notify their investment to the Inspectorate for Strategic Products in accordance with the FDI Act.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake 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.
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