Regulatory Filings • Nov 5, 2009
Regulatory Filings
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Stockholm, November 5, 2009
As announced today, Biovitrum has entered into an agreement with the owners of Swedish Orphan International to merge the two companies, forming Swedish Orphan Biovitrum. The new company has expected pro forma 2009 revenues of SEK 2 bn. and an EBITDA margin of 15 percent.
"We are very excited about the strong industrial logic in this merger, forming a Nordic based leader in the field of specialist pharmaceuticals for treatment of rare diseases. Swedish Orphan has a long record of profitable growth and Biovitrum has several products in the market and a strong pipeline of products in late development stages. The combined company will have a very attractive growth and profitability profile", comments Lennart Johansson, Head of Investor's Operating Investments.
Investor Growth Capital first invested in Swedish Orphan International in 2004 and has an ownership stake of 42 percent in the company.
"Ever since our initial investment in Swedish Orphan we have been impressed by the management's ability to grow the business while maintaining high profitability. This has been a successful investment for Investor Growth Capital", comments Thomas Eklund, Co-head of Investor Growth Capital Europe.
Our press releases can be accessed at www.investorab.com
Investor AB is a Nordic-based industrial holding company founded almost one hundred years ago by the Wallenberg family. Today we have investment activities in Europe, the United States and Asia. The business concept is to generate attractive long-term returns for our shareholders by owning and developing companies with solid potential for value creation. We are an engaged owner and apply experience, knowledge and a unique network to develop listed and unlisted companies to make them best-in-class.
Investor Growth Capital will tender its 42 percent in Swedish Orphan International for new shares1) in Biovitrum, corresponding to a value of SEK 1,524 m2).
Investor has an ownership stake of 23 percent in Biovitrum and has undertaken, subject to certain conditions, to subscribe to its pro rata share in the proposed new rights issue in Biovitrum of maximum SEK 350 m.
Assuming completion of the transaction, Investor will have an ownership of 41 percent in Swedish Orphan Biovitrum. Investor has been granted an exemption from the mandatory bid rules from the Swedish Securities Council.
Approval by the Extraordinary General Meeting (EGM) of the issue in kind to Swedish Orphan's existing shareholders will require two thirds majority. Pursuant to the Mandatory Bid Exemption, Investor's votes at the EGM on this issue shall be disregarded when calculating the shares and number of votes represented.
Investor employees Hans Glemstedt and Peter Sellei, both members of the board of directors in Biovitrum, have not participated in any sessions, including decisions of the board of directors of Biovitrum regarding the transaction due to conflict of interest.
Investor will report Swedish Orphan Biovitrum as an Operating Investment, valued at the official stock price.
For more information about the proposed merger; www.biovitrum.com
Swedish Orphan International specializes in the development, marketing and distribution of pharmaceutical products, focusing on orphan drugs (niche products) with unmet medical needs that can be used in the treatment of rare disorders and life-threatening diseases.
1) This will require approval by anti-trust authorities. In the event that Investor does not receive all necessary regulatory approval within a period of three and a half months after signing of the transaction, Investor Growth Capital will in whole or in part,
receive convertible participation debentures instead of shares as payment in-kind. 2) In addition, as described in Biovitrum's press release, Investor Growth Capital could receive a potential cash earn-out given future success of a certain product.
Biovitrum is a Swedish pharmaceutical company listed on the Nasdaq OMX Nordic Exchange. The company markets a range of specialist pharmaceuticals internationally. Research expertise and capabilities are focused on development and production of biotechnology therapeutics within prioritized areas of hemophilia, inflammation/autoimmune diseases and malabsorption.
Oscar Stege Unger, Head of Corporate Communications, Phone +46 8 614 2059, +46 70 624 2059
Magnus Dalhammar, Investor Relations Manager, Phone +46 8 614 2130, +46 735 24 2130
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