The Board of Directors of CELLINK AB (publ) (“CELLINK” or the “Company”) has, based on the authorization given by the Company’s Annual General Meeting that was held on 13 December 2018, resolved on a directed share issue of 550,000 new shares of series B (corresponding to approximately 6.5 per cent of the total number of outstanding shares in the Company) at a subscription price of SEK 270.00 per share (the “Issue”), which means that the Company receives SEK 148,500,000.00 before transaction costs. The subscription price in the Issue has been determined through an accelerated bookbuilding procedure and corresponds to a discount of approximately 5.9 percent compared to the closing price on Nasdaq First North on 18 June 2019. The Issue was heavily oversubscribed and in addition to participation from existing shareholders, several new institutional investors subscribed in the Issue.
The Company is engaged in advanced discussions and has entered into a letter of intent to acquire a fast-growing (revenue CAGR 2016-2018 of 61 per cent) German laboratory equipment company active in the same niche as CELLINK with complimentary products and clear synergies between the two companies. The target company and CELLINK will be able to offer a stronger product offering to customers and provide complete solutions that are expected to drive both instrument sales as well as reagents and consumables sales. The target company’s customer base consists mainly of big pharma companies, which could further accelerate the Company’s growth in this customer segment. The target company had revenues of approximately EUR 3.5 million and an EBITDA of approximately EUR 1.4 million during the twelve-month period ending 31 March 2019 (applying CELLINK’s accounting principles). The acquisition price is preliminary set to an enterprise valuation of EUR 29 million and is intended to be financed through a combination of an issue in kind (EUR 20.0 million) to the sellers at an issue price of approximately SEK 297.17 and proceeds from the Issue (EUR 11.5 million). The target company has a net cash position of approximately EUR 2.5 million.
Furthermore, CELLINK has identified several other potential acquisitions. If the acquisition referred to in the letter of intent for some reason is not closed, the net proceeds from the Issue is intended to be used for other acquisitions.
The Board of Directors of CELLINK has decided to deviate from the shareholders’ pre-emption rights to ensure the most time and cost-effective financing of its M&A agenda.
The Issue entails a dilution of approximately 6.1 percent of the share capital in relation to the number of shares in CELLINK after the Issue, through an increase in the number of outstanding shares by 550,000 from 8,521,516 to 9,071,516 and a share capital increase by SEK 55,000.00 from SEK 852,151.60 to SEK 907,151.60.
Members of the board and the management team, of which several are large shareholders in CELLINK, have entered into lock-up agreements to, subject to customary exceptions, not sell shares in CELLINK for a period of 180 calendar days after the settlement date. Furthermore, the Company has agreed to a commitment, with customary exceptions (including an exception for the planned issue in kind mention above), not to carry out any additional future share issuances for a period of 180 calendar days after the settlement date.
In conjunction with the Issue, the Company has engaged Carnegie Investment Bank as sole bookrunner and Advokatfirman Vinge as legal adviser.
For further information, please contact:
Erik Gatenholm, CEO
Phone (Sweden): +46 73 267 00 00
Phone (US): +1 (650) 515 5566
Gusten Danielsson, CFO
Phone (Sweden): +46 70 991 86 04
Phone (US): +1 (857) 332 2138
This is information that CELLINK AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 18 June 2019 at 21:55 CEST.
CELLINK is the leading 3D-bioprinter provider and the first bioink company in the world. We focus on developing and commercializing bioprinting technologies to allow researchers to print human organs and tissues for pharmaceutical and cosmetic applications. Founded in 2016 and active in more than 50 countries, CELLINK is changing the future of medicine as we know it. Visit www.cellink.com to learn more. CELLINK is listed on Nasdaq First North under CLNK. Erik Penser Bank AB is the Company’s certified adviser, available by phone at +46 846 383 00 and by email at: firstname.lastname@example.org.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in CELLINK in any jurisdiction, not from CELLINK or from any other person. Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions by law and the persons in such jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. 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 (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
This press release is not a prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and has not been approved by any regulatory authority in any jurisdiction. CELLINK has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA 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 may in the United Kingdom, be distributed and directed only to “qualified investors” as defined as (i) professional investors as set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) fall within Article 49(2)(a) to (d) (“entities with high net worth” etc.) of the Order, (all such persons together being referred to as “Relevant Persons”). An investment or investment activity to which this communication relates in the United Kingdom is available only to Relevant Persons and will only be carried out with Relevant Persons. Persons that are not Relevant Persons should not take any action based on this press release and should not act or rely on it.
The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release