Magle Chemoswed Holding AB (publ) withdraws dividend proposal and enters into term loan facilities amounting to SEK 12 million in total
The Board of Directors' of Magle Chemoswed Holding AB (publ) (“Magle Group” or the “Company”) assessment of the Company's dividend capacity for the financial year 2023 is unchanged for the current operations, but due to the potential acquisition of Amniotics AB (publ) (“Amniotics” or the “Company”), where the public tender offer announcement was released earlier today, and the potential investments such acquisition entails, the Board of Directors have resolved to withdraw the dividend proposal in order not to affect the Company’s ability to carry out its short- and long-term commitments. In connection herewith, and with the same rationale, the Company has also entered into term loan facilities with the board members Hans Henrik Lidgard, through Maria Magle Holding AB, and Mats Pettersson for a total of SEK 12 million (the “Term Loan Facilities) (the “Lenders”), subject to approval by a general meeting.
On 16 February 2024, the Company announced its Full Year Report 2023 and the Board of Directors’ proposal to pay a dividend of SEK 0.35 per share to the shareholders for the fiscal year 2023 (the “Dividend Proposal”). The detailed Dividend Proposal was intended to be put forward by the Board of Directors in connection with the notice of the Annual General Meeting and be subject to approval from the Annual General Meeting taking place on the 25th of April 2024.
Earlier today, 22 March 2024, the Company announced a recommended public tender offer to the shareholders of Amniotics AB (“Amniotics”) to tender all their shares to Magle Group at a price of SEK 0.004 in cash per share (the “Offer”). The total value of the Offer amounts to approximately SEK 10.9 million and is conditional, e.g., on the Offer being accepted to such extent that Magle Group becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Amniotics.
Upon successful completion of the Offer, Magle Group would be able to expand its contract development and manufacturing services offering toward customers in the growing Nordic biotech segment as well as broaden the DSM-based product portfolio. This opportunity, and the long-term growth potential it entails, was however not planned for when the Board of Directors of Magle Group resolved on the Dividend Proposal. As such, the Board of Directors assessment of the Company's dividend capacity for the financial year 2023 is still unchanged for the current operations, but to ensure the Company’s ability to carry out its short- and long-term commitments upon successful completion of the Offer, the Board of Directors has resolved to withdraw the Dividend Proposal.
To further ensure the Company’s ability to carry out its short- and long-term commitments upon successful completion of the Offer, the Company has also entered into Term Loan Facilities with the board members Hans Henrik Lidgard, through Maria Magle Holding AB, and Mats Pettersson. The Term Loan Facilities amount to a total of SEK 12 million, of which Hans Henrik Lidgard, through Maria Magle Holding AB, provides SEK 10 million and Mats Pettersson provides SEK 2 million. Loans under the Term Loan Facilities carry interest at an annual interest rate of STIBOR90+ 1.75 per cent until the debt has been repaid in full. The Term Loan Facilities matures on 31 December 2024. The Company has the right to call for loans under the Term Loan Facilities during the entire term of the Term Loan Facilities. The Company is entitled, at any time, to repay in advance any amount corresponding to all or part of the debt, together with interest accrued on such amount.
According to the related party transaction rules (issued by the Swedish Securities Council), significant transactions with related parties shall be submitted to a general meeting for approval. The Term Loan Facilities are therefore conditional upon the shareholders of the Company approving the Term Loan Facilities at a general meeting.
