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The Board of Directors of SenzaGen AB (“SenzaGen” or the “Company”) has, with support of authorization from the annual general meeting on 5 May 2021, resolved on a directed share issue of 2,290,694 shares to several qualified Swedish investors, including The Fourth Swedish National Pension Fund (the “Directed Issue”). The Directed Issue has been carried out at a subscription price of SEK 13.10 per share, determined through an accelerated bookbuilding procedure conducted by Vator Securities AB. The proceeds will mainly be used to finance the acquisition of VitroScreen S.r.l. the (“Acquisition”) as well as to finance the Company's operations in accordance with the Company's communicated strategy.
Due to great interest, the Board of Directors has decided to increase the capital raise and SenzaGen will receive SEK 30 million before transaction-related costs following the accelerated bookbuilding process. The Directed Issue was directed to several qualified Swedish investors, including The Fourth Swedish National Pension Fund, and has been resolved upon with support of authorization from the annual general meeting on 5 May 2021 and has been carried out at a subscription price of SEK 13.10 per new share, corresponding to a discount of 11.9 percent in relation to the 15-day volume weighted average price of the Company’s shares on Nasdaq First North Growth Market up until and including 28 October 2021. The subscription price has been determined through an accelerated bookbuilding procedure conducted by Vator Securities AB, why it is the Board of Directors assessment that the subscription price reflects current market conditions and demand.
The proceeds from the Directed Issue will mainly be used to finance the cash portion of the purchase price of the Acquisition as well as to finance the Company's operations in accordance with the Company's communicated strategy. The reasons for the deviation from the shareholders' preferential rights are to raise capital in a time and cost efficient manner as well as to diversify the ownership of the Company.
In connection with the Directed Issue, Board of Directors and senior executives who own shares in the Company have entered into lock-up commitments of 180 days calculated from the completion of the Directed Issue containing customary terms and exemptions under the discretion of Vator Securities AB. The sellers in the Acquisition have also undertaken not to dispose of the newly issued shares received as consideration in the Acquisition for a period of 24 months after the closing date of the Acquisition, subject to certain customary exceptions. For further information regarding the Acquisition, please refer to the separate press release entitled "SenzaGen enters into agreement to acquire 100 percent of the shares in VitroScreen" which was published 28 October 2021.
Through the Directed Issue the number of shares in the Company will increase by 2,290,694 from 21,357,636 to 23,648,330 and the share capital will increase by SEK 114,534.70 from SEK 1,067,881.80 to SEK 1,182,416.50. The dilution for existing shareholders amounts to approximately 9.7 percent.
Vator Securities AB is sole bookrunner and Eversheds Sutherland Advokatbyrå AB is legal advisor to SenzaGen in connection with the Directed Issue.
Peter Nählstedt, CEO, SenzaGen AB
Email: firstname.lastname@example.org | Tel: +46 46 275 6201
Tina Dackemark Lawesson, VP Marketing & Communications
Email: email@example.com | Tel: +46 708-20 29 44
SenzaGen aims to be a leader in non-animal toxicology testing driving the transition from animal testing to methods better suited to reflect human biology. The company has a growth strategy which involve continued commercialization of the in house developed GARD® test platform, expansion of the test portfolio with a broader range of tests and pursuing acquisition opportunities of profitable and growing companies with complementary offerings. The company´s state-of-the-art GARD® test platform combines genomic data from human cells with machine learning for a unique capability to identify and analyze whether a chemical could cause allergic reactions on the skin or in the respiratory tract. Its high informational content and a holistic view of the immunological responses contribute to high predictive accuracy and human relevance. SenzaGen has its headquarters and GLP certified laboratory in Lund, Sweden, and a subsidiary in the US. For more information, please visit: www.senzagen.com.
SenzaGen is listed on Nasdaq Stockholm First North Growth Market (ticker: SENZA), and FNCA Sweden AB, +46(0)8-528 00 399, firstname.lastname@example.org, is the company’s Certified Adviser.
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in SenzaGen 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. The information in this press release may not be announced, published or distributed to Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Afrika, the United States the United States, or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market’s rule book for issuers.