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Swedencare AB (publ) (“Swedencare” or the “Company”) has mandated Pareto Securities (“Pareto”) and Skandinaviska Enskilda Banken (“SEB”), together the “Joint Bookrunners”, to evaluate the conditions for carrying out a directed share issue up to circa 35.5 million newly issued shares, through an accelerated book building procedure, based on the authorisation granted to the board of directors on the extraordinary general meeting on 18 January 2022 (the “Share Issue”).
If the Company carries out the Share Issue, the proceeds received from the Share Issue will be used to partly finance the acquisitions of The Garmon Corporation (“NaturVet”) and Innovet Italia Srl (“Innovet”), which was communicated in a separate press release earlier today.
The book building procedure will start immediately after the publication of this press release. Pricing and allocation of the new shares in the Share Issue is expected to take place before start of trading on Nasdaq First North Growth Market on 27 January 2022. By establishing the subscription price in the Share Issue through an accelerated book building procedure, it is the assessment of the board of directors that the subscription price will accurately reflect current market conditions and demand. The exact timing of closing of the book building, pricing and allocation is at the discretion of Swedencare and the Joint Bookrunners and may be cancelled at any point in time. Swedencare will announce the outcome of the Share Issue immediately after closing of the book building in a subsequent press release. One of the Company’s largest shareholders, Symrise AG, has indicated interest to subscribe for shares in the Share Issue corresponding to circa EUR 200 million.
The Board of Directors considers that the opportunity to use the proceeds from the Share Issue for the completion of the acquisitions of NaturVet and Innovet is positive for the Company’s capital structure and general risk level, specifically in relation to having a good balance of different financing sources. In addition, through the Share Issue the Company is expected to reach new highly reputable institutional investors and the Board of Directors considers such strengthening of the shareholder base as positive for Swedencare. Since the Share Issue e.g. will (i) ensure that the acquisitions of NaturVet and Innovet can be completed with an optimal capital structure, (ii) provide the Company with institutional owners, (iii) be conducted in a more time efficient way and at a lower cost and with less complexity than a rights issue, the Board of Directors’ overall assessment is that the reasons for carrying out the Share Issue with deviation from the shareholders’ right in a clear way and with sufficient strength overweigh the reasons that motivates the main rule that share issues are to be made with preferential rights for the shareholders. Therefore, the Board of Directors considers that a share issue with deviation from the shareholders’ preferential rights is in the best interest of the Company and all shareholders.
The Company has undertaken, with customary exceptions, not to issue additional shares for a period of 180 days following the completion of the Share Issue. Shareholding board members, the CEO and the CFO have entered into a customary lock-up with the Joint Bookrunners of 90 days following the completion of the Share Issue. The sellers of NaturVet and Innovet have entered into a customary lock-up with the Company of 12 months for 3/3 of the shares, 24 months for 2/3 of the shares and 36 months for 1/3 of the shares following the completion of the Share Issue.
In conjunction with the Share Issue, Swedencare has engaged Pareto and SEB as Joint Bookrunners. Advokatfirman Lindahl KB has acted as legal advisor to the Swedencare and Baker McKenzie Advokatbyrå KB has acted as legal advisor to the Joint Bookrunners.
This information was distributed by MFN https://www.mfn.se/