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XVIVO has completed a private placement of shares
The subscription price for each new share was set to SEK 37.50 through a book-building procedure. Through the Private Placement Xvivo raises SEK 73,125,000 before issue costs. Compared to the past 10 days’ volume weighted average price (10 day VWAP) for Xvivo’s share, the price of the shares issued in the Private Placement meant a discount of 2.6 per cent. Compared to the closing price on 25 June 2014, the corresponding discount was 5.1 per cent. The Company decided to increase the size of the Private Placement from the announced SEK 50 million to approximately SEK 73 million given the strong interest among investors.
The newly issued shares carry the right to dividend on the first record date for dividend following the registration of the shares with Euroclear Sweden AB.
The reason for deviating from the shareholders’ preferential rights by conducting a directed new share issue is that the board of directors believes that it is beneficial for the Company and its shareholders to seize this opportunity to raise additional capital on attractive terms, thus facilitating a faster built up of the Company’s working capital for the U.S. and European launch of the XPS and STEEN Solution as well as investment into new indications. The board of directors believes that the proceeds generated in the Private Placement will benefit all current shareholders of the Company.
“XVIVO Perfusion expects to receive market approval for STEEN Solution and XVIVO Perfusion System (XPS) in the US market in the next few months. Furthermore, XPS has recently been approved for the European market (CE marking). As there is great interest in these innovative products, the capital contribution greatly strengthens the company’s ability to satisfy the market demand by building up its working capital more rapidly. Furthermore, XVIVO Perfusion will be able to more rapidly take advantage of the potential that exists in the development of new indications for warm perfusion using Steen Solution”, says Magnus Nilsson, CEO of XVIVO Perfusion.
Through the Private Placement, the number of shares and votes in Xvivo will be increased with 1,950,000 from 19,562,769 to 21,512,769. The share capital will increase by approximately SEK 49,840 to approximately SEK 549,840. The shares issued in the Private Placement correspond to approximately 9.1 per cent of the share capital and votes in Xvivo following the Private Placement. Payment of the shares issued in the Private Placement shall occur no later than 1 July 2014. The Board of Directors of Xvivo retains the right to extend the payment period at its discretion.
Pareto Securities AB (”Pareto Securities”) acted as sole bookrunner and lead manager in connection with the Private Placement.
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore, Switzerland or South Africa. The distribution of this press release in certain other jurisdictions may be restricted. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to purchase any securities in Xvivo 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 offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. Xvivo does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being distributed or sent and may not be distributed or sent to the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore, Switzerland or South Africa.
Xvivo has not resolved to offer to the public shares or rights in any Member State of the European Economic Area and no prospectus or other offer documentation has been prepared or will be prepared in connection with the Private Placement. Within such Member States of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken as of this date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the shares or rights may only be offered in Relevant Member States: (a) to a qualified investor (as defined in the Prospectus Directive or under applicable law. For the purposes hereof, the expression an “offer to the public of shares or rights” in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in a Relevant Member State due to the implementation of the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC including any relevant implementing measure in each Relevant Member State.
Pareto Securities AB is acting for Xvivo and no one else in connection with the Private Placement and will not be responsible to anyone other than Xvivo for providing the protections afforded to its clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this announcement.
Pareto Securities AB accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Pareto Securities AB, or on its behalf, in connection with Xvivo and the New Shares or the Private Placement, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Pareto Securities AB accordingly disclaims to the fullest extent permitted by law all responsibility and liability whether relating to damages, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
Any investors in the Private Placement will further be deemed to acknowledge (i) the information in this press release, (ii) that the investors are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of Xvivo, Pareto Securities or any of their respective affiliates, and (iii) that they have consulted with their own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent they have deemed necessary, and they have made their own investment decisions based upon their own judgment and upon any advice from such advisers as they have deemed necessary. The company has not given, and the investors have not received from the company, any non-public information in connection with the Private Placement.
This press release contains forward-looking statements that reflect management’s current views with respect to future events and potential financial performance. Although Xvivo believes that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results can differ materially from those set out in the forward-looking statements as a result of various factors.
For further information please contact:
Christoffer Rosenblad, CFO, +46 31 788 21 59, firstname.lastname@example.org
For further information on XVIVO Perfusion’s business, please refer to the company’s website, www.xvivoperfusion.com
The information was submitted for publication on June 26, 2014 at 8:30 a.m.
This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.