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Important Information

On 12 August 2023, the board of directors of Elos Medtech AB (publ) (“Elos Medtech” or the “Company”) decided to carry out a new issue of shares of class B of up to approximately SEK 4,337 million[1] with preferential rights for the Company’s existing shareholders (the “Rights Issue”), subject to approval by an extraordinary general meeting. The purpose of the Rights Issue is to finance the acquisition of Klingel Holding GmbH (“Klingel”). The Rights Issue is fully guaranteed through a subscription and guarantee undertaking from Elos Medtech’s principal shareholder, TA Associates, through EM Intressenter AB.

Summary

  • The Rights Issue is carried out to finance the acquisition of Klingel, a leading contract development and manufacturing organization (CDMO) headquartered in Germany, announced on 28 July 2023.
  • The subscription price in the Rights Issue is SEK 215 per new share of class B, which corresponds to total issue proceeds of up to approximately SEK 4,337 million before deduction of transaction costs of approximately SEK 8.2 million.
  • The record date for receipt of subscription rights and the right to participate in the new share issue with preferential rights is 17 October 2023. The last day of trading in the Elos Medtech share including the right to obtain subscription rights in the Rights Issue is 13 October 2023. Subscription rights will be traded on Nasdaq Stockholm from and including 20 October 2023 up to and including 31 October 2023. The board of directors is authorized to change the record date and thereby all related dates to enable receipt of the Klingel Regulatory Approvals (as defined below) for the acquisition of Klingel prior to the record date. See further “Terms of the Rights Issue“.
  • The Rights Issue is fully guaranteed through a subscription and guarantee undertaking from Elos Medtech’s principal shareholder, TA Associates, through EM Intressenter AB. No compensation is paid for these commitments. Neither the subscription commitment nor the guarantee commitment is secured by bank guarantee, blocking funds, pledging or similar arrangements.
  • The Rights Issue is subject to approval by the extraordinary general meeting to be held on 15 September 2023 and is conditional on merger clearance and FDI approval for the acquisition of Klingel pursuant to applicable merger control and trade laws (the “Klingel Regulatory Approvals“).
  • TA Associates, through EM Intressenter AB, which as of 12 August 2023 owns 6,550,966 shares in Elos Medtech, representing approximately 81.2 per cent of the total number of shares and 65.8 per cent of the total number of votes, has undertaken to vote in favor of the Rights Issue at the forthcoming extraordinary general meeting.

Preliminary timetable for the Rights Issue[2]

 Timetable-2023

Timetable 2023
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[1] Since the purchase price for the acquisition of Klingel is payable in EUR, the Company has entered into currency hedging arrangements to ensure that the proceeds from the Rights Issue can be exchanged from SEK into EUR.

[2] The board of directors is authorized to change the record date and thereby all related dates to enable receipt of the Klingel Regulatory Approvals for the acquisition of Klingel prior to the record date. See further “Terms of the Rights Issue“.