CS MEDICA A/S: Update on the Strategic Rationale Behind CANNORDIC IPO and Aim for Capital Increase

CS MEDICA A/S Announces Key Updates Ahead of the Extraordinary General Meeting (EGM) today: Developments in CANNORDIC’s Capital Increase, IPO Progress, and Share Allocation to CS MEDICA Shareholders, with a Cut-Off Date Set for November 22, 2024.

CS MEDICA is now conducting a capital raise in its CANNORDIC, which provides the group with an opportunity to accelerate sales, marketing, and development. The company’s growth has been hindered for some time due to a lack of liquidity to implement key growth initiatives. CS MEDICA’s management, together with external advisors, has determined that the most effective and cost-efficient way to secure additional capital is to sell a minority stake in the subsidiary CANNORDIC, which has attracted particular interest from German investors. Shareholders in CS MEDICA benefit from this chosen model: Firstly, additional capital for growth is obtained. Secondly, 80 percent ownership of the subsidiary CANNORDIC is retained.

The value of the subsidiary was recently assessed in an external valuation report, financed by CS MEDICA, at an implied DCF value of DKK 224 million (€30) and a total value of CS MEDICA group reaching DKK 294 million (€40). This should be compared with the current market value of DKK 55 million (€7,4) for the CS MEDICA group. According to CS MEDICA's management, the new capital will make it possible to highlight some of the hidden added values.
 

Capital Increase and Share Allocation Update

Subject to EGM approval, CS MEDICA plans to increase CANNORDIC A/S’s share capital from 5,000,000 to 15,500,000 shares. This capital increase will be supported by the conversion of DKK 15 million (€2) in receivables into equity 1:1. The planned sale of up to 20% of CANNORDIC shares aims to raise approximately DKK 40,3 million (€5.4), enhancing both companies' growth prospects. CS MEDICA shareholders will receive a 1% allocation of CANNORDIC shares, aligning direct shareholder interests with CANNORDIC’s anticipated growth. This share spin-off could yield a potential realized profit of up to DKK 37.3 million (€5) for CS MEDICA, with a current book value of CANNORDIC at DKK 1 million.

CANNORDIC IPO Procedure and Timeline

The IPO on the German Stock Exchange is progressing with the following milestones:

1. Company Valuation Completed: An independent valuation report, conducted by the German company NuWays by Hauck Aufhäuser Lampe, supports a DKK 224 million (€30) market value for CANNORDIC and an IPO share price of DKK 14.44 (€1.94). This report was commissioned and financed by CS MEDICA to assess its market positioning and external valuation in preparation for the forthcoming IPO.
2. Prospectus Submission & IPO Date: CANNORDIC’s IPO prospectus (Wertpapier-Informationsblatt) was submitted to BaFin by EC European Capital last week and is expected to proceed following a three to four-week review. Following approval, the appropriate German Growth Stock Exchange will be selected, and the final IPO date will be confirmed.
3. Share Offering: Once BaFin approves the IPO prospectus, a pre-sale offering at a 20% discounted rate (€1.55 per share) will run for the first four working weeks (excluding the Christmas holiday period), aiming to engage initial investors, raising an estimated DKK 17,9 million (€2.4) by selling 1,550,000 shares. After this initial phase, the remaining 1,550,000 shares will be offered at the full price of €1.94 ahead of the official IPO launch. This second phase aims to raise an additional DKK 22,4 million (€3) to maximize capital raise.
4. Marketing and Sale Preparation: Preparations include prioritized access for CS MEDICA shareholders and extensive promotional activities to ensure robust investor participation. CS MEDICA shareholders will have priority access to the CANNORDIC pre-sale. Our financial advisor will also target 5,000 pre-identified investors, with NuWays supporting a roadshow to their investor network and pools.
5. Share Benefit for current CS MEDICA Shareholders: Shareholders will benefit from direct exposure to CANNORDIC's growth through a specially allocated share distribution, following the EGM and IPO approvals. CS MEDICA will distribute 1% of CANNORDIC shares to shareholders at no cost. For every 200 CS MEDICA shares held as of November 22, 2024, shareholders will receive one CANNORDIC share between November 25 and 30, 2024. This exclusive distribution is designed to maximize shareholder exposure to CANNORDIC’s growth potential.

Previous Announcements and Updates

For further details, please refer to previously released updates:

• November 04, 2024, Release of Research and Valuation report by NuWays.
• October 28, 2024: Notice of Extraordinary General Meeting (EGM) addressing capital and share distribution matters.
• October 21, 2024: Milestone on digitalization of shares and preparation for pre-sale.
• September 26, 2024: Updates on CANNORDIC share distribution.

For more information, visit cs-medica.com and stay tuned for further updates.

NOTE: This press release may contain forward-looking statements regarding future developments based on current assumptions. Please refer to our disclaimer on forward-looking statements (page 20).