Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this page. Your confirmation must be true and accurate.
Important Information
Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this page. Your confirmation must be true and accurate.
The information contained in this section of the website of Swedish Orphan Biovitrum (the “Company”) (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Japan, Canada, Hong Kong, Singapore or South Africa and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any securities of the Company in the United States, Australia, Japan, Canada, Hong Kong, Singapore, South Africa or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The securities of the Company referred to in this section of the Company’s website (the “Securities”) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States and may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, within the United States unless the Securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the Securities will be sold only to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended), pursuant to an applicable exemption afforded by the Securities Act. All offers and sales of the Securities outside the United States will be made in compliance with Regulation S under the Securities Act and in accordance with applicable law.
The Securities have not been and will not be registered under the applicable securities laws of Australia, Japan, Canada, Hong Kong, Singapore, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Japan, Canada, Hong Kong, Singapore, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures.
In the United Kingdom, the information contained in this section of the Company’s website is only being distributed to and is only directed at “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”), who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) 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 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 the information contained in this section of the Company’s website.
Other than Sweden or any member state of the European Economic Area (“EEA”) to which the prospectus is passported under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”), this information and offering are only addressed to and directed at persons in member states of the EEA, who are “Qualified Investors” within the meaning of Article 2 (e) of the Prospectus Regulation. In other member states of the EEA that have implemented the Prospectus Regulation and in other Member States of the European Union (“EU”), this information and this offering are only addressed to and directed at persons in accordance with exemptions in the Prospectus Regulation. 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 Qualified Investors. This information should not be acted upon or relied upon in any member state of the EEA, other than Sweden or any member state of the EEA to which the prospectus is passported under the Prospectus Regulation, or in accordance with an exemption in the Prospectus Regulation, by persons who are not Qualified Investors.
Access to the information contained in this section of the Company’s website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information. All persons residing outside of Sweden who wish to have access to the information contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the Company’s website, or require registration or approval for any acquisition of Securities by them. No such registration or approval has been or will be obtained outside of Sweden.
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Disclaimer - Important Information
Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Hong Kong, Japan, Canada, Singapore, South Africa or any other jurisdiction in which such release, publication or distribution might constitute a violation of the local securities laws or regulations of such jurisdiction. You have indicated that you are located in the United States of America or another restricted jurisdiction. We therefore regret that we cannot provide you with access to these materials.
The Board of Directors of Swedish Orphan Biovitrum AB (publ) (”Sobi”) resolved on 22 August 2023, based on the authorisation from the Extraordinary General Meeting on 15 August 2023, on a new share issue of common shares with preferential rights for Sobi’s existing shareholders. The purpose of the rights issue is to repay part of the bridge loan that partly finances the acquisition of CTI BioPharma Corp (“CTI”).
The rights issue in brief1
The rights issue comprises of up to 42,419,668 new common shares.
Existing shareholders in Sobi have preferential rights to subscribe for one (1) new common share per seven (7) existing shares, i.e. an issue ratio of 1:7.
The subscription price has been set to SEK 142 per new common share, resulting in total proceeds of approximately SEK 6,024 million, before issue costs.
The record date for participation in the rights issue is 29 August 2023.
The subscription period for subscription of new common shares will last from 31 August 2023 to 14 September 2023.
The purpose of the rights issue is to repay part of the bridge loan that partly finances the acquisition of CTI.
Investor AB (publ), representing approximately 36.2 per cent of the shares in Sobi, has undertaken to subscribe for its pro rata share of the rights issue.
Fjärde AP-fonden, Polar Capital, Handelsbanken Fonder, Swedbank Robur Fonder and Nordea Investment Management AB acting on behalf of its underlying clients, together representing approximately 13.5 per cent of the shares in Sobi, have expressed their intention to subscribe for their respective pro rata share of the rights issue based on the shares held at the record date of the rights issue.
1. Excluding treasury shares. As of 22 August 2023, Sobi held 14,399,118 treasury shares (common shares), which do not entitle to participation in the rights issue.
The complete terms and conditions for the rights issue and information about Sobi is presented in the prospectus regarding the rights issue, that is intended to be published on or about 28 August 2023.
Indicative timetable for the rights issue
25 August
Last day of trading in Sobi’s shares including the right to receive subscription rights
28 August
First day of trading in Sobi’s shares excluding the right to receive subscription rights
28 August
Estimated date for publication of the prospectus
29 August
Record date for the rights issue (shareholders who are registered in the share register on this date will receive subscription rights that entitle them to participate in the rights issue)
31 August -
11 September
Trading in subscription rights on Nasdaq Stockholm
31 August -
14 September
Subscription period
31 August -
26 September
Trading in paid subscribed shares (BTA) on Nasdaq Stockholm
18 September
Announcement of the preliminary outcome of the rights issue
19 September
Announcement of the final outcome of the rights issue
The subscription rights are expected to have an economic value. In order not to lose the value of subscription rights, the holder must either:
exercise the subscription rights received and subscribe for new shares no later than 14 September 2023, which is the last day of the subscription period; or
no later than 11 September 2023, which is the last day for trading in subscription rights on Nasdaq Stockholm, sell the received subscription rights that have not been exercised for subscription of new shares.