NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Press release
Stockholm, 25 October 2022
Lars Lannfelt and Pär Gellerfors announce their intention to divest parts of their respective shareholdings in BioArctic
Lars Lannfelt, through the holding company Demban AB, and Pär Gellerfors, through the holding company Ackelsta AB, (jointly the “Selling Shareholders”) hereby announce their intention to each offer approximately 1 million class B shares in BioArctic AB (publ) (“BioArctic” or the “Company”) to Swedish and international institutional investors in an accelerated book-building procedure (the “Share Sale”). The Sellers jointly hold approximately 14.4 million class A shares and approximately 37.7 million class B shares in the Company before the Share Sale, corresponding to 59.2 percent of the total number of outstanding shares and 83.5 percent of the number of outstanding votes in BioArctic.
“We have been majority shareholders in BioArctic since its foundation and remain fully committed as significant owners also after this transaction. Following the ground breaking data presented by BioArctic and its partner in September, which brings hope to patients suffering from Alzheimer’s disease, we have decided to divest a small share of our ownership in the company to contribute to an increased free float in the BioArctic share while also diversifying some of our personal financial exposure. We look forward to remaining as the largest shareholders of the company and to continue working actively with the team at BioArctic and its partners towards future milestones” Lars Lannfelt and Pär Gellerfors.
Carnegie Investment Bank AB (publ) (“Carnegie”) has been appointed as Sole Bookrunner for the Share sale.
The Selling Shareholders have agreed to enter into lock-up undertakings of 180 days in relation to the remainder of their respective shareholdings in the Company as from the completion of the Share Sale, subject to customary exceptions.
The price per share in the Share Sale and the final number of shares to be offered will be determined by an accelerated book-building procedure. The book-building procedure will commence immediately after the publication of this press release and end before the commencement of trading on Nasdaq Stockholm on 26 October 2022. The book-building procedure may be cancelled, shortened or closed at any time on short notice at the sole discretion of Carnegie and the Selling Shareholders. Further announcements will be made following completion of the book-building.
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”) (EACH, A “RELEVANT MEMBER STATE”), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED EXCLUSIVELY AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION “PROSPECTUS REGULATION” MEANS REGULATION (EU) 2017/1129.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED.
IN CONNECTION WITH THE PLACING, CARNEGIE AND ANY OF ITS AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP AS A PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT SUCH SHARES. IN ADDITION, CARNEGIE OR ITS AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH CARNEGIE (OR ITS AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. CARNEGIE DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.
CARNEGIE IS ACTING ON BEHALF OF THE SELLERS AND NO ONE ELSE IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF CARNEGIE OR FOR PROVIDING ADVICE IN RELATION TO THE PLACING.