The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, South Africa, Switzerland or Singapore. At the extraordinary shareholders' meeting held on December 4th, 2009, resolutions on the approval of the board's resolution regarding the acquisition of Swedish Orphan International Holding AB and of the board's resolution on a rights issue as well as on an authorization for the board to resolve on an issue of common shares and convertible participating certificates (konvertibla vinstandelsbevis) against payment in kind or by way of set-off, were adopted. In order to enable the rights issue the meeting also resolved to amend the articles of association. Further, a new board member and a new deputy chairman of the board of directors were elected. All resolutions by the meeting were caused by the agreement between Biovitrum and the shareholders of Swedish Orphan International Holding AB ("Swedish Orphan") pursuant to which Biovitrum shall acquire 100 per cent of the shares and warrants in Swedish Orphan (the "Transaction"). Resolution on the approval of the board's resolution to acquire Swedish Orphan The meeting resolved to approve the board's resolution with respect to the Transaction. Resolution on the amendment of the articles of association In order to enable the rights issue described below, the meeting resolved to amend the articles of associations' limits for the share capital to not less than SEK 38,410,000 and not more than SEK 153,640,000 and the limits for the number of shares to not less than 70,000,000 shares and not more than 280,000,000 shares. Resolution on the approval of the board's resolution to issue new shares with preferential rights for the shareholders The meeting resolved to approve the board's resolution to issue new common shares with preferential rights for the shareholders, whereby the share capital may be increased in an amount of at the highest SEK 55,304,601. Pursuant to the terms of the rights issue each existing Biovitrum share entitles to 2 subscription rights and 1 subscription rights entitles to the subscription of 1 share. The issue price is SEK 15.00 per share which means that the issue will raise a maximum of approximately SEK 1,511,889,480 before issue costs. The record date at the Swedish central securities depositary, Euroclear Sweden AB, for participation in the rights issue is December 9th, 2009. This means that the Biovitrum share will be traded excluding preferential rights to participate in the rights issue as from, and including, December 7th, 2009. New shares may be subscribed for during the period as from, and including, December 11th, 2009 until, and including, December 30th, 2009, or such later date as the board of directors may decide. Shareholders opting not to participate in the rights issue will be subject to a dilution effect of approximately 66 per cent, but may gain financial compensation by selling their subscription rights. Resolution on authorization for the board to resolve on an issue of common shares and convertible participating certificates (konvertibla vinstandelsbevis) against payment in kind or by way of set-off The meeting resolved to authorize the board to resolve on an issue of common shares and convertible participating certificates to the shareholders of Swedish Orphan, without preferential rights for the shareholders, on one or more occasions. The company's share capital shall, as a consequence of such issuances of common shares and convertible participating certificates, not be increased by more than what is permitted at each time by the articles of association. Payment for the issued common shares and convertible participating certificates shall be made in kind through contribution of assets consisting of shares in Swedish Orphan or by way of set-off. The authorization shall be valid not longer than until the next annual general meeting. The meeting's resolution with respect to the authorization was supported by all of the votes cast and of the shares represented at the meeting. In accordance with the exemption granted by the Swedish Securities Council from the mandatory offer obligation that otherwise would have arisen for Investor AB in connection with the subscription of shares issued under the board of directors' authorization above, shares and votes held and represented by Investor AB have been disregarded when counting the shares and votes. Election of a new board member, deputy chairman of the board of directors and adoption of board fees The meeting resolved that the number of members of the board of directors elected by the shareholders' meeting shall be eight and that Bo Jesper Hansen in addition to the existing members of the board of directors is elected as new member of the board of directors and deputy chairman of the board of directors with effect as from and conditional on the completion of the acquisition of Swedish Orphan by Biovitrum, until the end of the next annual general meeting, whereby the board of directors, excluding employee representatives, shall have the following composition: Håkan Åström (chairman), Mats-Olof Ljungkvist, Wenche Rolfsen, Michael Steinmetz, Hans Glemstedt, Hans Wigzell, Peter Sellei and Bo Jesper Hansen (vice chairman). The meeting also resolved that no board fee shall be paid to the new member of the board of directors for the period up to and including the annual general meeting 2010. For the other board members, the resolution by the annual general meeting 2009 regarding fees shall remain in force. Bo Jesper Hansen (b. 1958), MD and PhD, is CEO and President of Swedish Orphan. Bo Jesper Hansen has previously been medical adviser for Synthélabo, Pfizer, Pharmacia and Yamanouchi and is the founder of Scandinavian Medical Research. He has held various executive positions in Swedish Orphan since 1993 and has been CEO since 2001. Timetable December 4th EGM December 7th First day of trading in the shares, excluding right to participate in the Rights Issue December 9th Prospectus made public December 9th Record date for participation in the Rights Issue, i.e. shareholders registered in the share register of Biovitrum as of this day will receive subscription rights for participation in the Rights Issue December 11th - 23rd Trading in subscription rights December11th - 30th Subscription period January 7th Announcement of results in the Rights Issue January 14th Estimated closing of the Transaction Subscription undertakings and underwriting guarantees. etc. The largest shareholder in Biovitrum, Investor AB, has entered into an agreement which includes an undertaking, subject to certain conditions, to subscribe for its pro rata share in the Rights Issue, corresponding to approximately 23 per cent of the Rights Issue. In addition, three institutional investors have entered into subscription commitments which include an undertaking to, subject to certain conditions, subscribe for or purchase shares at the subscription price in an amount corresponding to approximately 27 per cent of the Rights Issue. The remainder of the Rights Issue is, subject to certain conditions, underwritten by Carnegie Investment Bank AB, ABG Sundal Collier Norge ASA and Handelsbanken Capital Markets (the "Underwriters"). Consequently, 100 per cent of the Rights Issue is committed and underwritten. Investor AB, the CEO of the company, Martin Nicklasson, and the CFO of the company, Göran Arvidson, have committed not to dispose any of their respective shares in Biovitrum during the period up until the completion of the Rights Issue. Dr Bo Jesper Hansen and Kennet Rooth have committed not to dispose any of their respective shares in Biovitrum during a period of 12 months following completion of the Transaction. Advisers HDR Partners AB is financial adviser and Mannheimer Swartling Advokatbyrå AB is legal adviser to Biovitrum in the Transaction. Carnegie Investment Bank AB, ABG Sundal Collier and Handelsbanken Capital Markets are Joint Lead Managers in the Rights Issue. Linklaters Advokatbyrå AB is legal adviser to the Joint Lead Managers. For further information, please contact: Martin Nicklasson, CEO Biovitrum Phone: +46 8 697 20 00 Göran Arvidson, CFO Biovitrum Phone: +46 70 633 30 42 Erik Kinnman, VP Investor Relations Biovitrum Phone: +46 73 422 15 40 erik.kinnman@biovitrum.com About Biovitrum Biovitrum is an international pharmaceutical company that markets specialist pharmaceuticals in several regions. Using its expertise and experience Biovitrum takes scientific innovation to patients with significant unmet medical need. Research expertise and capabilities are focused on development and production of biotechnology therapeutics within our prioritized areas of hemophilia, inflammation/autoimmune diseases, cancer supportive care and malabsorption. Biovitrum has revenues of approximately SEK 1.2 billion and approximately 400 employees (prior to the Transaction). Biovitrum's head office is located in Sweden and the share is listed on the NASDAQ OMX Stockholm. For more information please visit www.biovitrum.com. IMPORTANT NOTICE: The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, South Africa, Switzerland or Singapore. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The information in this press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities mentioned herein may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 5.15 p.m. (CET) on December 4th, 2009.
Press release from the extraordinary shareholders' meeting of Biovitrum (publ)
| Source: Swedish Orphan Biovitrum AB