STOCKHOLM, February 12, 2016 – The Board of Karo Bio AB (publ) has resolved to carry out a rights issue with preferential rights for the existing shareholders. The terms of the rights issue entail that four (4) existing shares will entitle to subscription for one (1) new share at a subscription price of SEK 20.00. Subscription for new shares shall take place during the period from March 29, 2016 up to and including April 12, 2016. At full subscription, Karo Bio will be provided with rights issue proceeds amounting to approximately MSEK 250 before rights issue costs. In addition, it is proposed that the meeting authorize the Board to resolve on an over-allotment option of MSEK 30 to be utilized in the event of a large interest and an over-subscription of the rights issue. The rights issue is covered to 100% by subscription undertakings and guarantee undertakings, of which more than 97% is guaranteed by Anders Lönner, Chairman of the Board.
The rights issue resolution of the Board is subject to the approval of the meeting and therefore the shareholders are summoned to an Extraordinary General Meeting to be held on March 16, 2016. Notice of Extraordinary General Meeting will be announced in a separate press release.
Background and reasons
The Board of Directors has a stated goal of creating a profitable company and thereby increased shareholder value. Operations, besides the three current development projects, will be expanded through aggressive investments in new acquisitions of; (i) innovative projects with low development risk and short time to market, and: (ii) established operations with products that have a stable earnings potential. The goal is to already in 2016, turn Karo Bio into a profitable company with positive cash flow and an attractive product portfolio.
The company will take an active part of the consolidation within the Health Care area in Scandinavia. Consolidation is one step towards attractive acquisition opportunities.
The company has adopted a new strategical direction by broadening the operation to include projects more close to the market and products that can generate positive cash flows in a nearby future. The new direction aims to create a balance between preclinical research projects, innovative business projects close to market and established operations with stable earnings potential.
New products are expected to be added to the company primarily through acquisitions of companies and product rights and though collaborations with other pharmaceutical and development companies.
During 2015, the company has acquired two business projects and four established operations, which together generated net sales of approximately MSEK 325 with an annual operating profit of approximately MSEK 50. The ambition is to add projects further during 2016. In health care, there are a great many interesting acquisition opportunities, both in Sweden and abroad, that would fit Karo Bio's new direction.
This aggressive strategy may result in some financial commitments, but will generate increased shareholder value in the longer term.
With the purpose to strengthen the financial and operational capacity of the company, the Board of Director of Karo Bio therefore has decided to conduct a rights issue.
Terms of the rights issue
The rights issue entails that Karo Bio's share capital is increased by maximum of SEK 4,992,520.47 through the issue of maximum 12,481,439 shares. Existing shareholders have preferential rights to subscribe for new shares in proportion to the number of shares previously owned. Those who are registered as shareholders of Karo Bio at the record date are entitled to subscribe for one (1) new share for each four (4) existing shares in the company.
The record date for the determination of which shareholders are entitled to subscribe for new shares with preferential rights shall be March 23, 2016. Subscription for new shares shall take place during the period from March 29, 2016 up to and including April 12, 2016, or such later date to be decided by the Board. The subscription price for each new share shall be SEK 20.00, which means that the new issue, at full subscription, will provide rights issue proceeds of approximately MSEK 250 before rights issue costs.
In the event that not all shares are subscribed for by the exercise of subscription rights, the Board shall decide on allotment of shares without the exercise of subscription rights up to the maximum amount of the rights issue. Such allotment shall be made, firstly, to those who have subscribed for shares by exercising subscription rights and who wish to subscribe for additional shares, pro rata in proportion to their subscription by exercising subscription rights, secondly, to others who have notified their interest to subscribe for shares without exercising subscription rights, pro rata in proportion to their subscription and, thirdly, to those who have guaranteed subscription for shares pro rata in proportion to provided guarantees.
Over-allotment option
In addition, it is proposed that the meeting authorize the Board to resolve on an over-allotment option of additionally maximum 1,500,000 shares at a subscription price of SEK 20.00 per share to be exercised at a large interest and at full subscription of the rights issue. If fully exercised, Karo Bio is provided with additional rights issue proceeds of MSEK 30. The new share issue may take place without preferential rights of the company's shareholders according to the principles of allotment applicable to the rights issue.
Subscription and guarantee undertakings
Anders Lönner, Chairman of the Board and Nomic AB (represented by Per-Anders Johansson, board member), who jointly represent approximately 7.5 per cent of the share capital of Karo Bio, have undertaken to subscribe for their full pro rata shares in the rights issue, which corresponds to approximately MSEK 19 of the rights issue. In addition to the subscription undertaking, Anders Lönner has undertaken to subscribe for shares in the total amount of MSEK 231 in the rights issue. In total, approximately MSEK 250 in the rights issue is secured by subscription undertakings and guarantees undertakings equivalent to 100% of the total rights issue amount.
Preliminary timetable of the rights issue
February 12, 2016 Notice of Extraordinary General Meeting
March 16, 2016 Extraordinary General Meeting
March 22, 2016 First trading day of the share without
the right to participate in the rights
issue
March 23, 2016 Record date for participating in the
rights issue
March 24, 2016 Estimated date of publication of the
prospectus
March 29 – April Subscription period
12, 2016
March 29 – April 8, Trading in subscription rights
2016
March 15, 2016 Estimated date of announcement of the
outcome of the rights issue
Extraordinary General Meeting
Shareholders of Karo Bio AB are summoned to Extraordinary General Meeting to be held on March 16, 2016 at 3.00 p.m. at Karo Bio's offices at Novum Research Park (level 8, elevator E) Hälsovägen 7 at Huddinge Sweden. The complete notice is announced in a separate press release.
Advisors
Redeye AB is acting as financial advisor and Christer Nordén is acting as legal advisor to the company in connection with the rights issue.
For further information, please contact:
Henrik Palm, CFO, mobile +46 70-540 40 14 or email: [email protected]
About Karo Bio
Karo Bio is a development company focused on broadening its operations to include projects and products closer to market. Karo Bio has several projects approaching clinical phase. Karo Bio is based in Huddinge, Sweden and is listed on Nasdaq Stockholm.
Karo Bio publishes this information according to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication on February 12, 2015, at 8.30 a.m. CET.
IMPORTANT INFORMATION
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, subscription rights or other securities in Karo Bio. The offer to people concerned to subscribe for shares in Karo Bio will only be made by way of the prospectus that Karo Bio plans to publish around March 24, 2016.
This press release shall not be announced, published or distributed, directly or indirectly, in or to the U.S. or any other jurisdiction where such action, in whole or in part, is subject to legal restrictions, or would require further prospectus, registration or other actions than those applicable according to Swedish law. Nor shall the information in this press release be forwarded or reproduced in a way that is in contradiction with such restrictions or would lead to such demands. Actions in violation of this instruction may constitute a breach against applicable securities legislation.
No subscription rights, paid and subscribed shares or shares have been registered and will not be registered according to the United States Securities Act of 1933 ("Securities Act") or the securities legislation in any state or other jurisdiction in the U.S. and shall not be offered, subscribed for, exercised, pledged, sold, distributed, delivered or transferred, directly or indirectly in the U.S., without the written approval of Karo Bio and pursuant to an applicable exemption from the registration demands in the Securities Act and in accordance with the securities legislation in the relevant state or other jurisdiction in the U.S.
This press release may contain some forward-looking information that reflects Karo Bio's present view on future events and financial and operational development. Words like "concern", "assess", "expect", "may", "plan", "estimate" and other expressions that mean indications or predictions regarding future development and trends and not based on historic facts, constitutes forward-looking information. Forward-looking information is by nature connected with known as well as unknown risks and uncertain factors as it is dependent on future events and circumstances. Forward-looking information is no guarantee of future results or development and the real outcome may deviate materially from what has been stated in forward-looking information.