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XVIVO Perfusion declares the public offer on Vivoline Medical unconditional, announces the outcome and extends the acceptance period
The Offer is not made, and this press release may not, directly nor indirectly, be distributed in or to, Australia, Hong Kong, Japan, Canada, New Zeeland, South Africa or the U.S or in any other country where making of the Offer, distribution of this press release or acceptance of the Offer would be contrary to applicable laws or rules or would require further offering documentation or registration or any other measures in addition to what is required by Swedish law.
XVIVO Perfusion AB (“XVIVO Perfusion”) announced on 18 April 2016 a recommended public offer to the holders of shares (“Shares”) and warrants of series 2015/2016 (“Warrants”) in Vivoline Medical AB (“Vivoline”) to transfer all of their Shares and Warrants to XVIVO Perfusion (the “Offer”). XVIVO Perfusion offers for every Share, SEK 1.2921 in cash and 0.1543 shares in XVIVO Perfusion (“Bidder Shares”) and for every Warrant SEK 0.7226 in cash and 0.0863 Bidder Shares are offered. The Shares and the Warrants are listed on Nasdaq First North.
At the expiry of the ordinary acceptance period on 7 June 2016, 10,774,457 Shares (corresponding to 94.5 percent of the total number of Shares) and 4,132,943 Warrants (corresponding to 96.8 percent of the total number of Warrants) have been submitted in the Offer. This corresponds to 94.3 percent of the total number of shares in Vivoline on a fully diluted basis. XVIVO Perfusion has not acquired any Shares or Warrants outside of the Offer and does not hold any Shares or Warrants or other financial instruments that entails a financial exposure which corresponds to a holding of Shares or Warrants in Vivoline.
Since XVIVO Perfusion has reached an acceptance level above 90 percent of the total number of shares in Vivoline (on a fully diluted basis), all conditions of the Offer have been fulfilled and the Offer is thus declared unconditional. Payment of consideration to the holders of Shares and Warrants that have accepted the Offer will begin around 10 June 2016. The board of XVIVO Perfusion has consequently resolved upon a new issue of not more than 2,019,172 Bidder Shares with payment in kind consisting of Shares and Warrants.
In order to grant the remaining holders of Shares and Warrants more time to accept the Offer, the acceptance period is being extended until and including 20 June 2016. Payment of the consideration to the holders of Shares and Warrants that accept the Offer during the extended acceptance period may be made continuously. However, the final payments of the consideration are estimated to be made around 23 June 2016.
XVIVO Perfusion reserves the right to further extend the acceptance period.
XVIVO Perfusion intends to initiate a compulsory redemption process of the remaining Shares and Warrants and act to delist the Shares and Warrants from Nasdaq First North.
The information provided herein is such that XVIVO Perfusion is obligated to disclose pursuant to the Takeover Rules. The information was submitted for publication at 7.30 a.m. CET, 8 June 2016.
For further information, please contact:
Magnus Nilsson, CEO
+46 (0)31-788 21 50
Gothenburg 8 June 2016
XVIVO Perfusion AB (publ)
XVIVO Perfusion AB is a medical technology company which develops solutions and systems for assessing and preserving organs outside the body and for selecting usable organs and maintaining them in optimal condition pending transplantation.
The company is headquartered in Gothenburg, Sweden, and has one office in the USA. The XVIVO share is listed on Nasdaq First North Premier and has the ticker symbol XVIVO. More information can be found on the website www.xvivoperfusion.com. The Certified Adviser is Redeye, www.redeye.se.
XVIVO Perfusion AB (publ), P.O. Box 53015, SE-400 14 Gothenburg, Sweden. Corporate organisation number 556561-0424. Tel: +46 31-788 21 50. Fax: +46 31-788 21 69.
E-mail: email@example.com. Website: www. xvivoperfusion.com
This is a translation of the Swedish original version of the press release. In case of any discrepancies, the Swedish wording shall prevail.
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document or prospectus is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and rules.
This press release and any other documentation relating to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – XVIVO Perfusion will not allow or accept any such measure. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made and will not be made, directly or indirectly, by use of mail or any other communication means or facility, either by intergovernmental nature or for foreign trade or through national stock exchanges’ facilities, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. This includes, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet or other forms of electronic distribution. The Offer cannot be accepted and Shares and Warrants cannot be transferred in the Offer, by any such measures, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. or by persons that are located in, or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. Accordingly, this press release and any documentation related to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. or to a person that is located in, or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S.
Every attempt to transfer Shares or Warrants in the Offer which, directly or indirectly, is a result of a violation of these restrictions is invalid and every attempt to transfer Shares or Warrants by a person who is located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. or by representatives, agents or other intermediary who acts on non-discretionary basis for a principal who delivers instructions from or within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. is invalid and will not be accepted. Every person who holds Shares or Warrants and who participates in the Offer will certify that the person is not from, or is not located in or deliver instructions to participate in the Offer from, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S., and that they are not acting on a non-discretionary basis on behalf of a principal who is from, is located in or gives an order to participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. XVIVO Perfusion will not deliver any consideration in accordance with the Offer in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S.
This press release is not being, and must not be, sent to holders of Shares or Warrants with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. Banks, brokers, dealers and other nominees holding Shares or Warrants for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. may not forward this press release or any other document received in connection with the Offer to such persons.
The term “U.S.” shall in this section have the meaning the United States of America, its territories and dependencies (including Puerto Rico, American Virgin Islands, Guam, American Samoa, Wake Islands and Commonwealth of the Northern Mariana Islands), every state within the United States of America and the Columbia District.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of XVIVO Perfusion. All such forward-looking statements are only valid as of the day when the statements were made and XVIVO Perfusion does not have any obligations (and does not undertake any obligation) to update or audit the statements, as a consequence of new information, future occurrences or other circumstances, except as required according to law and other regulation.
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