Medivir successfully completes private placement of approximately SEK 280 million Huddinge, Sweden - Medivir (OMX:MVIR), the emerging research-based specialty pharmaceutical company focused on infectious diseases, today announces that it has completed a private placement of 2,250,000 new class B shares, providing the company with approximately SEK 280 million before transaction costs. The private placement, which was announced on 2 December 2010, has allowed Medivir to place 2,250,000 new class B shares with some thirty international institutional investors and qualified investors in Sweden at a price of SEK 125 per share through an accelerated book-building procedure. More than two thirds of the new shares have been subscribed for by international institutional investors. The proceeds from the private placement are intended to be used to i) strengthen Medivir's anti-infective R&D activities through advancing existing projects further towards commercialization and improving Medivir's ability to add new projects through strengthened in-house discovery, ii) explore joint ventures and partnerships, and iii) continue to strengthen Medivir's commercial capabilities as a platform for the preparatory activities, including awareness campaigns among key opinion leaders, for TMC435, Medivir's most promising clinical project, in the Nordic region where the company has retained full commercial rights. For the purpose of the private placement, the Board of Directors of Medivir has resolved, pursuant to the authorization given by the 2010 annual general meeting, on a directed issue of 2,250,000 new class B shares. The purpose of the resolution to issue new shares, deviating from the shareholders' preferential rights, is primarily to broaden the long-term international institutional ownership in Medivir, and to take advantage of an opportunity to raise capital for the above-mentioned purposes on attractive terms, thereby promoting Medivir's ability to create further value for all shareholders. The resolution of the Board of Directors is conditional upon the registration of the new issue with the Swedish Companies Registration Office not later than on 10 December 2010 and Carnegie Investment Bank and Jefferies International Limited (the “Placing Agents”) not having terminated the placing agreement entered into with Medivir prior thereto. Medivir will make an announcement when the conditions are satisfied and the new issue is definitive. The new issue results in an equity dilution of 7.9 percent after completed issue. Furthermore, the subscription price corresponds to a discount of 4.4 percent compared to the closing share price on 2 December 2010, the last trading day before the resolution to issue new shares. Through the issue, the number of class B shares in Medivir increases by 2,250,000 from 25,590,591 to 27,840,591 and the share capital increases by SEK 11,250,000 from SEK 131,252,955 to SEK 142,502,955. Ron Long, CEO of Medivir, comments “We are very pleased with the strong support we have received from prominent international investors and welcome them as shareholders. This successful transaction not only strengthens Medivir's financial position but also broadens the awareness and shareholder base outside of the Nordic region. From this strong financial position we will be able to realize best value from our R&D pipeline, particularly TMC435, our lead development drug for hepatitis C, and to create long-term shareholder value.” Placing Agents and legal advisors Carnegie Investment Bank and Jefferies International Limited acted as placing agents to Medivir. Vinge acted as legal advisor to Medivir. Gernandt & Danielsson and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to the Placing Agents. Conference call Date: 3 December 2010 Time: 10.00 am (CET) Call-in number: + 46 (0)8-619 75 40 Confirmation code: 322326# For additional information, please contact Ron Long, CEO, +46 (0) 8-5468 3100 Rein Piir, CFO & VP Investor Relations, +46 708 537 292. For more information about the Company, please visit; www.medivir.se (http://www.medivir.se/) Huddinge, Sweden, on 3 December 2010 Medivir AB (publ) The above information has been made public in accordance with the Securities Market Act. The information was submitted for publication at 8.30 am (CET) on 3 December 2010. About Medivir Medivir is an emerging research-based specialty pharmaceutical company focused on the development of high-value treatments for infectious diseases. Medivir has world class expertise in polymerase and protease drug targets and drug development. Medivir has a strong R&D portfolio and has recently launched its first product Xerese™/Xerclear®. Medivir's key pipeline asset, TMC435, a protease inhibitor, is in phase 2b clinical development for Hepatitis C and is partnered with Tibotec Pharmaceuticals. Xerese™/Xerclear® is an innovative treatment for cold sores, which has been approved in both the US and Europe. It is partnered with GSK to be sold OTC in Europe and Russia and with Meda in North America. Medivir has retained the Rx rights for Xerclear® in Sweden and Finland. IMPORTANT INFORMATION The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of Medivir in any jurisdiction. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Medivir does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Canada, Australia, Singapore, South Africa, Switzerland, Japan or Hong Kong. This press release is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the “Prospectus Directive”). Medivir has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the private placement (the “Private Placement”) of shares in Medivir. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In any Relevant Member State this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. The Placing Agents are acting exclusively for Medivir and no one else in connection with the Private Placement. They will not regard any other person (whether or not a recipient of this press release) as their respective clients in relation to the Private Placement and will not be responsible to anyone other than Medivir for providing the protections afforded to their respective clients nor for giving advice in relation to the Private Placement or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by each of the Placing Agents as to the accuracy, completeness or verification of the information set forth in this press release, and nothing contained in this press release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of the Placing Agents assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this release or any such statement. The Private Placement will be subject to the condition that any offering of the new shares completes and that the new shares are issued and duly and timely registered with the Swedish Companies Registration Office. In particular, it should be noted that any such offering and formal documentation relating thereto will be subject to conditions and termination events, including those which are customary for such offerings. The Placing Agents reserve the right to exercise or refrain from exercising their rights in relation to the fulfillment or otherwise of any such conditions or the occurrence of any termination event in such manner as they may determine in their absolute discretion. Any investors in the Private Placement will be deemed to acknowledge that any offering of the new shares hence may not be completed and that neither the company nor the Placing Agents in such event shall have any liability to the investors. Any investors in the Private Placement will further be deemed to acknowledge (i) the information in this press release, (ii) that the investors are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the company, the Placing Agents or any of their respective affiliates, and (iii) that they have consulted with their own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent they have deemed necessary, and they have made their own investment decisions based upon their own judgment and upon any advice from such advisers as they have deemed necessary. Any investors are also expected to execute a customary investor letter. The company has not given, and the investors have not received from the company, any non-public information in connection with the Private Placement. This press release contains "forward-looking statements”, which are statements related to future events. In this context, forward-looking statements often address Medivir's expected future business and financial performance, and often contain words such as "expect”, "anticipate”, "intend”, "plan”, "believe”, "seek”, or "will”. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behaviour of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause Medivir's actual future results to be materially different than those expressed in its forward-looking statements. Medivir does not undertake to update its forward-looking statements.
Medivir successfully completes private placement of approximately SEK 280 million
| Source: Medivir AB