The Board of Directors of OssDsign AB (publ) (“OssDsign” or the “Company”) has resolved on a new share issue of up to 5,500,000 shares and has decided to apply for admission to trading of the Company’s shares on Nasdaq First North. The subscription price is 27.50 SEK per share, corresponding to an issue amount of up to SEK 151.3M (the “Offer”). Based on the subscription price and the existing number of shares, the Company is valued at SEK 336M before the Offer. In the Offer, a number of institutional and private investors, including Lancelot Asset Management, Consensus Asset Management, Handelsbanken Fonder and Alto Invest, have undertaken to subscribe for shares totaling SEK 111,6M, corresponding to 74 percent of the Offer. The Offer also includes an over-allotment option (the “Over-allotment option”) of an additional 825,000 shares, corresponding to approximately SEK 22,7M, that may be exercised in the event of a strong interest in the Offer.
In connection with the share issue, the Board has prepared a prospectus that today, May 2, 2019, has been approved and registered by the Swedish Financial Supervision Authority (Sw. Finansinspektionen) and published by the Company. OssDsign has also applied for admission to trading of the Company’s share on Nasdaq First North with a preliminary first day of trading on May 24, 2019.
Background to the Offer
OssDsign is a Swedish medical technology company that develops and markets innovative implants for improved healing and treatment of bone defects. The foundation of the Company is a patented bioceramic material which during the healing process is transformed into bone tissue. OssDsign designs, manufactures and sells patient-specific implants for treating injuries and defects in the skull and face.
OssDsign has executed successful market launches and noted a significant interest in the Company’s products, which is manifested in rapidly rising sales over the past few years. OssDsign believes that there are promising prerequisites for establishing the Company’s patient-specific implants as a standard treatment for cranial and facial interventions following trauma, radiation therapy, tumors, stroke or congenital defects
In order to achieve the Company’s objectives, significant market investments need to be carried out in the coming years and in order to finance these, OssDsign has decided to implement the forthcoming Offer which, upon full subscription, raises SEK 139M after transaction costs. The imminent Offer and subsequent listing on Nasdaq First North create the prerequisites for OssDsign to utilize the growth opportunities that the Company possesses and thereby build significant shareholder value over time.
Comment from the CEO of OssDsign, Anders Lundqvist
“OssDsign was founded with the ambition to improve the conditions for patients with complicated bone defects. Initially, we have chosen to focus on healing skeletal injuries in the skull and face where we identified a particularly vulnerable patient group where competing products are deficient and have a high complication rate. We have seen that our implants make a big difference for this patient group through, among other things, significantly lower complication rates and the unique ability of the implants to be transformed into the patient’s own bone over time. We are currently in an exciting growth phase with continued establishment in key markets in Europe, the US and Asia ahead of us. Furthermore, we see good opportunities to broaden the use of our technology to other application areas and patient groups in need of better implants. Through the forthcoming new share issue, we will be provided long-term strategic owners and significant capital to carry out investments that make us well positioned for continued strong growth. I hope we get your confidence and the opportunity to welcome you as a new shareholder in OssDsign.”
The Offer in summary
- The subscription price in the Offer is 27.50 SEK per share.
- The Offer includes a new share issue of up to 5,500,000 shares, corresponding to an issue amount of SEK 151,3M before transaction costs and if fully subscribed.
- In order to cover a potential oversubscription in the Offer, the Board has the opportunity to decide to issue up to an additional 825,000 shares, corresponding to up to 15 percent of the number of shares in the Offer.
- If the Over-allotment option is exercised in its entirety and the Offer is fully subscribed, a total of 6,325,000 new shares in OssDsign will be issued, corresponding to approximately 34 percent of the total number of shares in the Company following the completion of the Offer.
- A number of institutional and private investors, including Lancelot Asset Management, Consensus Asset Management, Handelsbanken Fonder and Alto Invest, has committed to subscribe for a total of SEK 111,6 million, corresponding to 74 percent of the Offer. No compensation is paid for these subscription commitments.
- A prospectus with full terms and conditions for the Offer is published today on May 2, 2019.
- Expected first day for trading with OssDsign’s shares on Nasdaq First North is May 24, 2019 under the short name “OSSD” and with ISIN code SE0012570448.
- The outcome of the Offer is planned to be published around May 20, 2019 and the estimated settlement date is May 23, 2019.
Terms for the completion of the Offer
The Offer is conditional on the fulfillment of Nasdaq First North’s disclosure requirements and that the Offer raises at least SEK 130M after deduction of costs related to the Offer. The Offer is furthermore conditional on no events occurring, of a force majeure nature, which could to have such a material adverse effect on the Company, its activities or business prospects, that the Offer is inappropriate to carry out. If the above conditions are not met, the Offer may be canceled. Cancellation of the Offer will be announced through a press release as soon as possible and no later than 17 May, 2019. In the event that the Offer is canceled, neither delivery of, or payment for, shares in the Offer will be carried out.
Share capital and dilution
Upon full subscription in the Offer, the number of shares in the Company will increase from 12,233,168 shares to 17,733,168 shares and the share capital will increase by SEK 343,750.00 from SEK 764,573.00 to SEK 1,108,323.00, which corresponds to a dilution effect of about 31 percent.
If also the Over-allotment option is fully subscribed, the number of shares will increase by an additional 825,000 shares and the share capital will increase by an additional SEK 51,562.50. The dilution from the Over-allotment option alone amounts to approximately 4 percent. If the Offer is fully subscribed and the Over-allotment option is exercised in its entirety, the total dilution will amount to 34 percent.
Timetable
Subscription period: May 3 – 17, 2019
Publication of outcome: May 20, 2019
Contract notes distributed: May 21, 2019
Settlement date: May 23, 2019
Preliminary first day of trading: May 24, 2019
Prospectus and application form
Prospectus, including full terms and conditions and application form are available on the Company’s website (www.ossdsign.com) and on Erik Penser Bank’s website (www.penser.se). Printed prospectus can be ordered free of charge by e-mail; emission@penser.se.
Investor meetings
In connection with the offer, the company will present on the following occasions:
- Aktiespararna’s Aktiedag, Svenska Mässan in Gothenburg, May 6, 2019
- Aktiespararna’s Aktiedag, Operaterrassen in Stockholm, May 14, 2019
- Erik Penser Bank’s Bolagsdag (Company day), Apelbergsgatan 27 in Stockholm, May 23, 2019
- Erik Penser Bank, Apelbergsgatan 27 in Stockholm, May 8, 2019, 12:00 and 18:00
Registration for Erik Penser Bank’s Bolagsdag shall be sent to bolagsdag@penser.se. Registration for other presentations at Erik Penser Bank shall be sent to seminarium@penser.se. Registration for Aktiespararna’s presentations shall be made on Aktiespararna’s website, www.aktiespararna.se.
Advisors
Erik Penser Bank is financial advisor in connection with the Offer and the Company’s Certified Adviser. SV Ventures has acted as Co-Advisor in strategic matters to the Company in connection with the Offer and Setterwalls Advokatbyrå is legal advisor in connection with the Offer.
For further information, please contact:
Anders Lundqvist, CEO, OssDsign AB
Phone: +46 73 206 98 08, email: al@ossdsign.com
About OssDsign
OssDsign is a Swedish medical technology company that develops and manufactures regenerative implants for improved healing of bone defects. Providing neuro and plastic surgeons with innovative implants, OssDsign improves the outcome for patients with severe cranial and facial defects worldwide. By combining clinical knowledge with proprietary technology, OssDsign manufactures and sells a growing range of patient-specific solutions for treating cranial defects and facial reconstruction. OssDsign’s technology is the result of collaboration between clinical researchers at Karolinska University Hospital in Stockholm and material scientists at the Ångström Laboratory at Uppsala University.
Important information
This document has not been approved by any authority. The document is a press release and not a prospectus and investors should not subscribe or purchase securities referred to in this document except on the basis of the information contained in the Swedish prospectus that has been approved by the Swedish Financial Supervisory Authority and that is provided on the Company’s website. Distribution of this press release may, in some jurisdictions, be subject to legal restrictions and persons that gain access to it, or part thereof, is obliged to inform themselves and follow such legal restrictions. The information in this press release shall not constitute an offer to sell shares or an invitation to an offer to purchase shares, nor shall any sale of the securities referred to herein take place in any jurisdiction where such an offer, an invitation to purchase or sale, would require the production of further prospectuses or other offer documents or would not be lawful without registration or applicable exemption from registration under the securities laws of such jurisdiction. This press release does not constitute, or form part of, an offer or an invitation to an offer to buy or subscribe for securities in the United States. Securities referred to herein has not and will not be registered in accordance with the US Securities Act of 1933 in its latest wording “Securities Act” and may not be offered or sold in the United States without registration in accordance with the Securities Act or any related exception. Securities referred to herein are not offered to the public in the United States. Copies of this press release are not made and may not be distributed or transmitted, in whole or in part, directly or indirectly, to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States or to any other jurisdiction in which the distribution of this press release would be illegal.