(Información remitida por la empresa firmante)
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.
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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.
(CONTINUA)