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SUMMARY FROM EXTRAORDINARY GENERAL MEETING OF XVIVO PERFUSION AKTIEBOLAG (PUBL)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, HONG KONG SWITZERLAND, SINGAPORE OR NEW ZEELAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
XVIVO Perfusion Aktiebolag (publ) (“XVIVO Perfusion” or the “Company”) held an extraordinary general meeting in Gothenburg on 10 April 2017 at which it was resolved to approve the board of directors’ resolution on an issue of shares with deviation from the shareholders’ preferential rights, in accordance with what the Company stated in a press release on 17 March 2017.
The board resolution approved by the extraordinary general meeting concerns a new issue of up to 2,361,408 new shares directed to institutional investors (the “Private Placement”). The Private Placement is fully subscribed by the Third Swedish National Pension Fund (AP3), the Fourth Swedish National Pension Fund (AP4), Norron and Swedbank Robur. The subscription price per new share in the Private Placement is set to SEK 76.50.
The investors have been selected, and the subscription price has been established, based on an accelerated book building which has been carried out prior to the board decision by the company’s financial advisor Pareto Securities AB.
Through the Private Placement, the number of shares and votes in XVIVO Perfusion will be increased by up to 2,361,408 shares and votes, from 23,614,088 shares and votes up to a maximum of 25,975,496 shares and votes. The shares issued in the Private Placement correspond to up to approximately 9.1 per cent of the share capital and votes in XVIVO Perfusion following the Private Placement. Payment of the new shares shall occur no later than on April 12, 2017. The Board of Directors of XVIVO Perfusion retains the right to extend the payment period at its discretion.
April 10, 2017
XVIVO Perfusion AB (publ)
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipient of this press release is responsible for using the information in this press release in accordance with applicable law in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Switzerland, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
This press release is not a prospectus for the purposes of Directive 2003/71/EC as amended through Directive 2010/73/EU. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus or other offering document has been or will be prepared in connection with the directed share issue.
For further information please contact:
Christoffer Rosenblad, CFO, +1 720 616 2101, firstname.lastname@example.org
Magnus Nilsson, CEO, +46 31 788 2150, email@example.com
For further information on XVIVO Perfusion’s business, please refer to the company’s website, www.xvivoperfusion.com
The information was submitted for publication, through the agency of the contact person set out above, at 09:45 am CET on April 10, 2017.
This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.