The board of directors of Bactiguard Holding AB (publ) (“Bactiguard”) has resolved on a directed new share issue of 1,500,000 B shares at a price of SEK 152 per share, corresponding to approximately SEK 228 million.
The Board of Directors of Bactiguard has, based on the authorisation granted by the general meeting on April 28, 2021, resolved on a directed new share issue of 1,500,000 B shares. The subscription price in the directed new share issue is set to SEK 152 per share, which corresponds to a premium of 0.3 percent in relation to the closing price on Nasdaq Stockholm on September 21, 2021. Bactiguard receives approximately SEK 228 million before transaction costs through the directed new share issue.
The shares have been subscribed by the Swedish pension fund AMF. The proceeds from the directed new share issue will be used to accelerate Bactiguard’s growth and business development through investments in the marketing and sales organisation, the clinical and operational capacity as well as to enable strategic smaller acquisitions.
“The need for Bactiguard's products and the number of license discussions has never been greater. Our product portfolio has never been stronger, partly due to our acquisition of Vigilenz in 2020. Bactiguard must take advantage of such a growth opportunity and capital must not hold us back. During the past twelve months, Bactiguard has strengthened its management team with key recruitments. Additional capital to build our sales, marketing and production organisation as well as to evaluate strategic smaller acquisitions is a prerequisite for reaching the company's full potential.” says Thomas von Koch, Chairman of the Board of Directors.
The Board of Directors has utilized the authorisation granted by the general meeting to direct the new issue to a single investor, instead of conducting a rights issue, since it has been assessed that for Bactiguard, and therefore also for the shareholders, it is the most advantageous way of raising the required capital.
The Board of Directors considers it to be long-term beneficial for Bactiguard and the shareholders that the shareholder base is complemented with AMF, being a reputable, financially strong and a long-term investor, and that this can be done on attractive terms and in a time and cost-effective manner and that the institutional ownership increases.
The Board of Directors also notes that the identified need of additional capital is rather limited and that the costs for a rights issue would be high in relation to the raised capital and further notes that the newly issued B shares only correspond to approximately 4.3 percent of the total number of shares after the directed new share issue.
The Board of Directors have especially considered that the subscription price negotiated with AMF exceeds Bactiguard’s share price, that AMF was not a shareholder prior to the directed new share issue and that the major shareholders agree with the Board of Directors’ assessment and are positive to the transaction. Therefore, the Board of Directors’ assessment is that the reasons to complete the new share issue in this way clearly outweigh the reasons motivating the principal rule of new issues with pre-emptive rights for existing shareholders.
Through the directed new share issue, the total number of shares will increase by 1,500,000, from 33,543,885 to 35,043,885, corresponding to approximately 4.3 percent of the total number of shares in Bactiguard after the directed new share issue. The total number of votes in Bactiguard will increase by 1,500,000, from 69,543,885 to 71,043,885 after the directed new share issue. The share capital increases with SEK 37,500, from SEK 838,597.125 to SEK 876,097.125.
The Board of Directors of Bactiguard will not, without approval from Skandinaviska Enskilda Banken AB, resolve on any further share issue during a period of 180 days following settlement in the directed share issue.
Advisors
Bactiguard has, in connection with the directed new share issue, appointed Skandinaviska Enskilda Banken AB ("SEB") as financial advisor and Advokatfirman Vinge as legal advisor.
For more information, please contact:
Cecilia Edström, CEO, phone: +46 440 58 80
Gabriella Björknert Caracciolo, CFO and vice president, phone: +46 72 141 62 49
Bactiguard Holding AB (publ) is required by the EU market abuse regulation to announce the information disclosed herein. The information was submitted, through the agency of the CFO, for announcement September 21, 2021 at 23.59 CEST.
