Sobi resolves on a rights issue of approximately SEK 6,024 million

STOCKHOLM, Aug. 22, 2023 /PRNewswire/ -- The Board of Directors of Swedish Orphan Biovitrum AB (publ) (Sobi®) (STO: SOBI) ("Sobi" or the "Company") has, based on the authorisation of the Extraordinary General Meeting on 15 August 2023, resolved on a new share issue of common shares with preferential rights for Sobi's existing shareholders amounting to approximately SEK 6,024 million. The purpose of the rights issue is to repay part of the bridge loan that partly finances the acquisition of CTI BioPharma Corp. ("CTI"), which was completed by Sobi on 26 June 2023.

NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

The rights issue in brief^[1]

• The rights issue comprises of up to 42,419,668 new common shares.
• Existing shareholders in Sobi have preferential rights to subscribe for one (1) new common share per seven (7) existing shares, i.e. an issue ratio of 1:7.
• The subscription price has been set to SEK 142 per new common share, resulting in total proceeds of approximately SEK 6,024 million, before issue costs.
• The record date for participation in the rights issue is 29 August 2023.
• The subscription period for subscription of new common shares will last from 31 August 2023 to 14 September 2023.
• As has been previously communicated, the purpose of the rights issue is to repay part of the bridge loan that partly finances the acquisition of CTI.
• Investor AB (publ), representing approximately 36.2 per cent of the shares in the Company, has undertaken to subscribe for its pro rata share of the rights issue.
• Fjärde AP-fonden, Polar Capital, Handelsbanken Fonder, Swedbank Robur Fonder and Nordea Investment Management AB acting on behalf of its underlying clients, together representing approximately 13.5 per cent of the shares in the Company, have expressed their intention to subscribe for their respective pro rata share of the rights issue based on the shares held at the record date of the rights issue.

Background and reasons for the rights issue

On 10 May 2023, Sobi announced that the Company had entered into an agreement, under which Sobi agreed to submit a cash tender offer for all the shares in CTI for a purchase price of USD 1,684 million (corresponding to SEK 18,060 million^[2]). The acquisition was completed on 26 June 2023 after successful completion of the tender offer.

CTI is a U.S. commercial-stage biopharmaceutical company focused on blood-related cancers and rare diseases with significant unmet medical needs. Sobi believes that the acquisition of CTI complements and further strengthens Sobi's haematology franchise, and that CTI's product VONJO® (pacritinib) is complementary to Sobi's existing portfolio, specifically Doptelet®, and will expand Sobi's position in rare haematology and expediate access for patients to both therapies globally. Sobi further believes that the acquisition of CTI will accelerate the group's revenue growth and improve its margins, by adding a differentiated and commercial-stage asset in the United States with the potential for further expansion globally. In addition, Sobi expects revenue and cost synergies from leveraging the complementary nature of Sobi's existing U.S. commercial operations and global sales infrastructure in haematology and rare diseases.

The acquisition of CTI has been funded through bank financing corresponding to a total of SEK 17,350 million^[3], of which SEK 8,000 million consists of a bridge loan, provided by Bank of America Europe Designated Activity Company and Danske Bank A/S, Danmark, Sverige Filial ("Danske Bank"). The net proceeds from the rights issue will be used to repay part of the bridge loan, which will strengthen Sobi's financial position and enable continued future investments, including further acquisitions, for the implementation of the Company's strategy.

Subscription undertaking and expressions of intent^[4]

The Company's largest shareholder Investor AB (publ), representing approximately 36.2 per cent of the shares in the Company, has undertaken to subscribe for its pro rata share of the rights issue. In addition, Fjärde AP-fonden, Polar Capital, Handelsbanken Fonder, Swedbank Robur Fonder and Nordea Investment Management AB acting on behalf of its underlying clients, together representing approximately 13.5 per cent of the shares in the Company, have expressed their intention to subscribe for their respective pro rata share of the rights issue based on the shares held at the record date of the rights issue.

The aforementioned subscription undertaking is not secured through, for example, bank guarantees.

Lock-up undertakings

The Company has, in a customary manner, undertaken not to, without the prior written consent of BofA Securities Europe SA ("BofA Securities") and Danske Bank, from today and for a period of 180 calendar days from the announcement of the final outcome of the rights issue, carry out a capital increase, issue of shares or similar action, dispose of shares or certain share-related instruments or take any other similar action that would have the effect of transferring economic rights attached to the shares (with certain exceptions).

In addition, Investor AB (publ) has, under the subscription undertaking, undertaken not to, without the prior written consent of the Company, reduce its holdings in the Company until the record date for the rights issue, or dispose of any subscription rights received under the rights issue during the period from the record date for the rights issue until and included the last day of the subscription period. Investor AB (publ) shall, however, not be restricted from divesting shares pursuant to previously issued call options.

Terms and conditions of the rights issue

Those who are registered by Euroclear Sweden AB as shareholders in Sobi on the record date 29 August 2023 will receive one (1) subscription right for each share held in Sobi. Seven (7) subscription rights entitle to subscription for one (1) new common share.

The rights issue will, if fully subscribed, increase the share capital by a maximum of SEK 23,275,903.56, through the issuance of up to 42,419,668^[5] new common shares. Existing shareholders who choose not to participate in the rights issue will have their holdings diluted by up to approximately 12.5 per cent (excluding treasury shares held by Sobi) but have the possibility to compensate themselves financially for the dilution by selling their subscription rights no later than 11 September 2023.

The subscription price has been set to SEK 142 per new common share, corresponding to total issue proceeds of approximately SEK 6,024 million, before issue costs. The net proceeds of approximately SEK 5,954 million will be used to repay part of the bridge loan of SEK 8,000 million that partly finances the acquisition of CTI.

The existing shares are eligible to receive subscription rights up until and including 25 August 2023 and the first day of trading in shares excluding the right to receive subscription rights is 28 August 2023. The subscription period will take place during the period from and including 31 August 2023 up to and including 14 September 2023. Sobi's Board of Directors has the right to extend the subscription period which, when applicable, will be announced through a press release on 14 September 2023 at the latest.

Trading in subscription rights will take place on Nasdaq Stockholm during the period from and including 31 August 2023 up to and including 11 September 2023.

If not all of the new common shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of common shares subscribed for without the exercise of subscription rights up to the maximum amount of the share issue. In such case, priority will be given firstly to those who have applied for subscription and subscribed for shares by the exercise of subscription rights, irrespective of whether or not they were shareholders on the record date, and in the event of oversubscription, pro rata in relation to the number of subscription rights exercised for the subscription of shares, or, to the extent not possible, through drawing of lots. Secondly, allotment shall be made to other parties who have applied to subscribe for shares without the exercise of subscription rights (the general public in Sweden and Denmark and "qualified investors"), and in the event of oversubscription, pro rata in relation to such declared interest stated in the respective application form, or, to the extent not possible, through the drawing of lots.

The complete terms and conditions for the rights issue and information about Sobi will be presented in the prospectus regarding the rights issue, that is intended to be published on or about 28 August 2023 on the Company's website (www.sobi.com).

 

Indicative timetable for the rights issue

 

Advisers

BofA Securities and Danske Bank act as Joint Global Coordinators and Bookrunners in relation to the rights issue. For the avoidance of doubt, BofA Securities and Danske Bank are not and will not be involved with any offers and sales in the rights issue by Sobi inside the United States.

Mannheimer Swartling is acting as legal adviser to Sobi in relation to the rights issue, Latham & Watkins (London) LLP is acting as U.S. legal adviser to Sobi in relation to the rights issue and Linklaters is acting as legal adviser to BofA Securities and Danske Bank in relation to the rights issue.

Sobi

Sobi® is a specialised international biopharmaceutical company transforming the lives of people with rare and debilitating diseases. Providing reliable access to innovative medicines in the areas of haematology, immunology and specialty care, Sobi has approximately 1,800 employees across Europe, North America, the Middle East, Asia and Australia. In 2022, revenue amounted to SEK 18.8 billion. Sobi's share (STO:SOBI) is listed on Nasdaq Stockholm. More about Sobi at www.sobi.com, LinkedIn and YouTube.

For more information, please contact:

Tobias Cottmann
Head of Investor Relations & External Communication (interim)
+41 79 287 10 51
tobias.cottmann@sobi.com

This is information of the type that Swedish Orphan Biovitrum AB (publ) is obligated to make public in accordance with the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person above on 22 August 2023 at 20:30 CEST.

Important notice

This press release may not be published, distributed or transmitted in the United States, Canada, Australia, Japan or any other jurisdiction in which the distribution, release or publication would be unlawful. This press release do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of Swedish Orphan Biovitrum AB (publ) (the "Company") in the United States or any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities have not been, and will not be, registered under the Securities Act. There will be no public offer of securities in the United States.

The Securities have not been and will not be registered under the applicable securities laws of Australia, Japan, Canada, Hong Kong, Singapore, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Japan, Canada, Hong Kong, Singapore, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures.

In any Member State of the European Economic Area ("EEA"), other than Sweden or any EEA Member State to which the prospectus is passported under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"), and no person outside of Sweden or any EEA Member State to which the prospectus is passported under the Prospectus Regulation, that is not a relevant person or a Qualified Investor may act or rely on these materials or any of its contents.

In the United Kingdom, this communication is being distributed to and is directed only at qualified investors, within the meaning under Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 as amended from time to time, who are also (i) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, or (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, (all such persons together being referred to as "relevant persons"). The Securities are only available in the United Kingdom to, and any invitation, offer or agreement to purchase or otherwise acquire the Securities will be engaged in only with, the relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this communication or any of its contents.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the Securities. Invitation to the persons concerned to subscribe for shares in the Company will only be made by means of the prospectus that the Company intends to publish on the Company's website, following the approval and registration of the prospectus by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus to be published by the Company.

None of BofA Securities and Danske Bank or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

Each of BofA Securities and Danske Bank is acting exclusively for the Company and no one else in connection with the rights issue. They will not regard any other person as their respective clients in relation to the rights issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the rights issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This announcement contains certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect management's beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.

^[1] Excluding treasury shares. As of 22 August 2023, Sobi held 14,399,118 treasury shares (common shares), which do not entitle to participation in the rights issue.

^[2] Based on a USD/SEK rate of 10.7217 as of 26 June 2023.

^[3] The total amount of SEK 17,350 million (based on an EUR/SEK rate of 11.6837 as of 26 June 2023) consists of long-term debt financing of EUR 800 million and a bridge loan of SEK 8,000 million.

^[4] Excluding treasury shares. As of 22 August 2023, Sobi held 14,399,118 treasury shares (common shares), which do not entitle to participation in the rights issue.

^[5] Excluding treasury shares. As of 22 August 2023, Sobi held 14,399,118 treasury shares (common shares), which do not entitle to participation in the rights issue, whereby the total number of new common shares amounts to not more than 42,419,668.

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