NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO «IMPORTANT INFORMATION» AT THE END OF THE PRESS RELEASE.
STOCKHOLM, June 9, 2022 /PRNewswire/ — Mentice AB («Mentice» or the «Company») hereby announces intention to carry out a directed new issue of shares of approximately SEK 60 million directed to Swedish and international institutional investors (the «Directed New Share Issue»). The Directed New Share Issue will be carried out to, among other things, finance the acquisition of all assets relating to the software solution Ankyras from the Spanish company Galgo Medical S.L. (the «Acquisition») which the Company announced today in a separate press release. Mentice has engaged Pareto Securities AB («Pareto Securities») as Sole Manager and Bookrunner to investigate the conditions for the Directed New Share Issue through an accelerated bookbuilding procedure.
The Directed New Share Issue
The subscription price and allocation of shares in the Directed New Share Issue will be determined through an accelerated bookbuilding procedure, which will commence immediately after publication of this press release and is expected to end before trading starts on Nasdaq First North Premier Growth Market on 10 June 2022. The total number of shares issued, the subscription price and allotment in the Directed New Share Issue will be determined by Mentice in consultation with Pareto Securities.
The Company will inform about the outcome of the Directed New Share Issue in a press release when the bookbuilding procedure has been completed. The bookbuilding procedure can, if the Company or Pareto Securities chooses to do so, end earlier or later and can at any time be cancelled, thus the Company can, in part or in full, refrain from executing the Directed New Share Issue. As the subscription price in the Directed New Share Issue will be determined in the bookbuilding procedure, it is the board of directors’ assessment that the subscription price is determined in accordance with market conditions.
The Directed New Share Issue is intended to be carried out based on the authorisation granted by the annual general meeting held on 27 April 2022.
The net proceeds from the Directed New Share Issue will be dedicated towards the financing of the Acquisition, activities to further develop the strategic partnerships with Siemens Healthineers and Philips, and potentially additional resellers within the Diagnostic Imaging and Angiography area, transaction-related costs as well as for general corporate purposes to support growth opportunities. The purchase price for the Acquisition amounts to approx. EUR 1.80m (approx. SEK 18.78m[1]) with a potential earn-out of approx. EUR 0.975m (approx. SEK 10.17m1), and with a total purchase price of EUR 2.775m (approx. SEK 28.95m1) to be paid in cash.
The Directed New Share Issue is intended to be carried out as a directed share issue with deviation from the shareholders’ preferential rights since the board of directors has assessed that the need for additional capital is limited to such an extent that the costs for a preferential rights issue would be high in proportion to the capital raised. Furthermore, the delay from conducting a preferential rights issue could lead to loss of the Acquisition and other acquisition and investment opportunities for the Company. The board of directors has in the choice of type of share issue considered it positive that Mentice’s shareholder base, through the Directed New Share Issue, is further diversified among Swedish and international institutional, and other qualified, investors.
After careful consideration, the board of directors’ overall assessment is therefore that the reasons for conducting the Directed New Share Issue outweighs the reasons for the principal rule to issue shares to shareholders with preferential rights, and that a share issue with deviation from the shareholders’ preferential rights therefore lies in the interest of the Company and all of its shareholders. For additional information regarding the financing of the Acquisition, see the separate press release with the title «Mentice AB intends to acquire all assets related to the software solution Ankyras from the Spanish corporation Galgo Medical S.L.» which was made public today.
Lock-up undertakings
In connection with the Directed New Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 6 months after the announcement of the outcome of the Directed New Share Issue. Shareholding board members and shareholding senior executives have undertaken, subject to customary exceptions, not to sell any shares in Mentice for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue.
Advisers
Pareto Securities AB acts as Sole Manager and Bookrunner and Setterwalls Advokatbyrå AB acts as legal counsel to the Company and Cirio Advokatbyrå AB acts as legal counsel to Pareto Securities in connection with the Directed New Share Issue.
For additional information, please contact:
Göran Malmberg, CEO, Mentice
M US: +1 (312) 860 5610
M Sweden: +46 70 309 22 22
E: goran.malmberg@mentice.com
Gunilla Andersson, CFO, Mentice
M: +46 70 213 71 38
E: gunilla.andersson@mentice.com
About Mentice
Mentice is a global market leader and a company that offers high-tech solutions for simulation to the medical sector with a focus on the fast-growing market for endovascular treatment methods. The company’s solutions assist specialists in the healthcare sector regarding development, management and continuous improvement of competence and technical skills in order to positively influence patient safety and quality in healthcare. Mentice solutions are scientifically validated and are specifically developed for specialists in the healthcare sector and for the medical technology industry. Neurovascular, cardiology and peripheral intervention are some of the specialty areas covered by the Company’s solutions. Visit the Company’s website for more information, www.mentice.com
The Company’s shares trade on Nasdaq First North Premier Growth Market. The Company’s Certified Adviser is FNCA Sweden AB, reachable via +46 8 52 80 03 99.
This information is such that Mentice AB is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact persons above, on June 9, 2022 at 17:32 CET.
Important information
(CONTINUA)