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The board of directors of XVIVO Perfusion resolves upon an up to approx. SEK 181 million share issue directed to institutional investors
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, HONG KONG SWITZERLAND,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
The board of directors of XVIVO Perfusion AB (publ) (“XVIVO Perfusion” or the “Company”) has, in accordance with what the Company indicated in a press release on 16 March 2017, resolved, with deviation from the shareholders preferential right, upon 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 investors have been selected based on an accelerated book building which has been carried out by the company’s financial advisor Pareto Securities AB (“Pareto Securities”). The Private Placement and subscription are subject to approval by an extraordinary general meeting to be held on 10 April 2017 (the “EGM”). The notice convening the EGM will be published separately. The three largest shareholders in the Company, Bure Equity AB, Eccenovo AB and Thomas Olausson, who in total own approximately 31.5 per cent of the shares in the Company, have undertaken to vote in favor of the Private Placement at the EGM.
The subscription price per new share in the Private Placement is set to SEK 76.50 and has been established through the book-building carried out by Pareto Securities. Through the Private Placement, XVIVO Perfusion will raise up to approximately SEK 181 million before issue costs. Compared to the past five trading days’ volume-weighted average price (5 day VWAP) for XVIVO Perfusion’s share on Nasdaq Stockholm, the subscription price constitutes a discount of 4.5 per cent. Compared to the closing price on 16 March 2017, the subscription price constitutes a discount of 4.7 per cent.
The rationale for carrying out the Private Placement is to accelerate the Company´s clinical product development projects, primarily the heart transplant project, with the aim of market registration globally. The board of directors of XVIVO Perfusion assesses that the proceeds from the Private Placement will be sufficient to finance the heart transplant project until market launch.
“There is great interest in XVIVO Perfusion´s heart transplant project and the capital contribution improves the possibility of more rapidly reaching global market approval and hence being able to market these products. Furthermore, XVIVO Perfusion will be able to more rapidly take advantage of the potential that exists in the development of new indications e.g. Liver transplantation, PrimECC and Cancer”, says Magnus Nilsson, CEO of XVIVO Perfusion.
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. Subscription for and 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 subscription period and payment period at its discretion.
The reason for deviating from the shareholders’ preferential rights by conducting a directed new share issue is to broaden the shareholder base and that a directed share issue means lower costs and a faster process which collectively and with sufficient strength indicate that it is in the Company’s and the shareholders’ interest that the issue is made with deviation from the shareholders’ preferential rights.
Pareto Securities acted as sole bookrunner and lead manager in connection with the Private Placement.
March 17, 2017
Magnus Nilsson, CEO
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, email@example.com
Magnus Nilsson, CEO, +46 31 788 2150, firstname.lastname@example.org
For further information on XVIVO Perfusion’s business, please refer to the company’s website, www.xvivoperfusion.com
This information is information that Xvivo Perfusion AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 07:30 am CET on March 17, 2017.
This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.