Vitrolife AB (publ) completes the acquisition of Unisense FertiliTech A/S and has therefore resolved to carry out a non-cash issue


In line with the authorization granted by the Annual General Meeting on May 5,
2014, the Board of Vitrolife AB has today resolved to carry out a non-cash issue
1,879,179 shares and thereby complete the acquisition of Unisense FertiliTech
A/S (“FertiliTech”).
As previously announced, Vitrolife entered into an agreement on November 4, 2014
to acquire all the shares in FertiliTech. In line with the authorization granted
by the Annual General Meeting, the Board of Vitrolife has today resolved to
carry out a non-cash issue of 1,879,179 shares. These constitute part of the
purchase sum for the acquisition of FertiliTech. The acquisition has been
completed today through Vitrolife’s acquisition of all the shares in FertiliTech
through payment of 1,879,179 shares and payment of current shareholder loans of
DKK 50 million in FertiliTech.

An earn-out corresponding to a value of 1,308,656 shares may be paid in addition
to the fixed purchase sum. The earn-out will only be paid if certain defined
sales objectives for the periods 2015 and 2016 to 2017 are met. Vitrolife will
determine whether the earn-out will be paid in shares or in cash. The earn-out
only falls due if sales exceed the plan that forms the basis of the acquisition

Only the sellers of FertiliTech are entitled to subscribe for the newly issued
shares. The newly issued shares have today been subscribed for and allotted. The
value of the non-cash consideration is estimated to be 276,239,313 SEK.

As a result of the new share issue, the number of shares in Vitrolife has
increased from 19,830,936 to 21,710,115 and Vitrolife’s share capital has
increased by SEK 1,916,762.58, from SEK 20,227,554.72 to SEK 22,144,317.30. The
new share issue entails a dilution of approximately 9 percent for existing

It is estimated that the new shares will begin trading on NASDAQ OMX Stockholm
during the current week.

It is expected that the transaction will affect Vitrolife’s EBITDA per share
negatively during 2014 and 2015 but contribute positively as from 2016 as a
result of increased sales due to the use of Vitrolife’s global market presence
and cost synergies.

November 26, 2014
Thomas Axelsson, CEO
Queries should be addressed to:

Thomas Axelsson, CEO, tel 46 31 721 80 01

Mikael Engblom, CFO, tel 46 31 721 80 14

Vitrolife is required to publish the information in this press release in
accordance with the Swedish Securities Market Act and/or the Financial
Instruments Trading Act. The information was submitted for publication on
November 26, 2014 at 4:40 p.m.

This is a translation of the Swedish version of the press release. When in
doubt, the Swedish wording prevails.

Vitrolife ( is an international medical
device Group. Vitrolife Fertility (
product area develops, produces and markets medical devices for assisted
reproduction. Work is also carried out to enable the use and handling of stem
cells for therapeutic purposes

Vitrolife ( has approximately 240
employees and the company's products are sold in almost 110 markets. The company
is headquartered in Gothenburg, Sweden, and there are also offices in USA,
Australia, France, Italy, United Kingdom, China, Japan, Hungary and Denmark. The
Vitrolife share ( is
listed on NASDAQ OMX
Stockholm (
3469), Small Cap.


Vitrolife AB (publ), Box 9080, SE-400 92 Göteborg, Sweden. Corporate identity
number 556354-3452. Tel: 46 31 721 80 00. Fax: 46 31 721 80 99. E-mail: Website: