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Medivir — Share Issue/Capital Change 2010
Jun 3, 2010
3177_rns_2010-06-03_7c75f573-1a77-4d86-b885-88dbfccbdb2e.pdf
Share Issue/Capital Change
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NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, JAPAN OR HONG KONG OR IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Press release, 3 June 2010
Medivir announces fully-subscribed rights offering
The new share issue in Medivir AB (publ) ("Medivir" or the "Company") with preferential right for the Company's shareholders has been fully subscribed. The subscription period of the rights offering ended on 28 May 2010. In the rights offering 5,221,221 class B shares, corresponding to approximately 99.6 per cent of the offered shares, have been subscribed for with subscription rights. The subscription price was SEK 62.00 per new class B share and Medivir's shareholders were entitled to subscribe for one new class B share for each four existing shares held, regardless of share class.
The 22,657 class B shares that were subscribed for without subscription rights have been allocated according to the principles outlined in the prospectus that was published on 30 April 2010. Notification regarding allocation of class B shares that have been subscribed for without subscription rights will be distributed to those who have been allocated shares.
The rights offering provides Medivir with proceeds of approximately SEK 325 million before transaction costs. Pursuant to the rights offering Medivir's share capital increases by SEK 26,219,390 to SEK 131,096,965. The number of shares in Medivir increases by 5,243,878 to 26,219,393.
The new class B shares that have been subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office on 7 June 2010 and start trading on NASDAQ OMX Stockholm on 9 June 2010. The new class B shares that have been subscribed for without subscription rights are expected to start trading on 15 June 2010.
Financial and legal advisors
Carnegie and Jefferies are acting as financial advisors to Medivir and as Joint Bookrunners on the rights offering. Vinge is acting as legal advisor to Medivir. Gernandt & Danielsson and Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors to the Joint Bookrunners.
For additional information, please contact
Rein Piir, CFO & VP Investor Relations, +46 (0)8-5468 3123 or +46 708 537 292.
For more information about the Company, please visit www.medivir.se
Huddinge, 3 June 2010 Medivir AB (publ)
The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 08.45 am (CET) on 3 June 2010.
IMPORTANT INFORMATION
This press release is not an offer for subscription for shares in Medivir. A prospectus relating to the rights offering referred to in this press release and the subsequent listing of the new class B shares at NASDAQ OMX Stockholm has been filed with the Swedish Financial Supervisory Authority. After approval and registration of the prospectus by the Swedish Financial Supervisory Authority, the prospectus was published and made available on inter alia Medivir's website.
The distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase, any securities of Medivir 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. Medivir 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
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, JAPAN OR HONG KONG OR IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
announcement should not be made in and may not be distributed or sent into the United States, Canada, Australia, Singapore, South Africa, Japan or Hong Kong.
Carnegie Investment Bank AB and Jefferies International Limited which is authorized and regulated in the United Kingdom by the Financial Services Authority (the "Joint Bookrunners") are acting exclusively for Medivir and no one else in connection with the rights offering. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the rights offering and will not be responsible to anyone other than Medivir for providing the protections afforded to their respective clients nor for giving advice in relation to the rights offering or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by each of the Joint Bookrunners as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of the Joint Bookrunners assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitt ed by applicable law, any and all liability which they might otherwise be found to have in respect of this release or any such statement.
This press release contains "forward-looking statements", which are statements related to future events. In this context, forward-looking statements often address Medivir's expected future business and financial performance, and often contain words such as "expect, "anticipate, "intend, "plan, "believe", "seek, or "will". Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause Medivir's actual future results to be materially different than those expressed in its forward-looking statements. Medivir does not undertake to update its forward-looking statements.
Medivir has not authorized any offer to the public of shares or rights in any Memb er State of the European Economic Area other than Sweden. With respect to each Member State of the European Economic Area other than Sweden and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken to 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, the shares or rights may only be offered in Relevant Member States:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43 million and (3) an annual net turnover of more than EUR 50 million, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances, not requiring Medivir to publish a prospectus as provide under Article 3(2) of the Prospectus Directive.
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 and by any means of sufficient information on the terms of the offer and the shares and rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.