Sobi intends to carry out a rights issue of approximately SEK 6,000 million and calls for an Extraordinary General Meeting to be held on 15 August 2023

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Swedish Orphan Biovitrum AB (publ) (Sobi®) (STO:SOBI) (“Sobi” or the “Company”) calls for an Extraordinary General Meeting to be held on 15 August 2023 (the “EGM”) for the purpose of authorising the Board of Directors to resolve on a rights issue of new common shares with preferential subscription rights for the Company’s existing shareholders of approximately SEK 6,000 million (the “Rights Issue”), with the purpose of repaying part of the bridge loan that partly finances the acquisition of CTI BioPharma Corp. (“CTI”). A number of the Company’s larger shareholders, including its largest shareholder Investor AB (publ), Fjärde AP-fonden, Polar Capital, Handelsbanken Fonder and Swedbank Robur Fonder, together representing approximately 49.1[1] per cent of the shares in the Company, have undertaken to subscribe or expressed their intention to subscribe for their respective pro rata share of the Rights Issue.

 

On 10 May 2023, Sobi announced that the Company had entered into an agreement, under which Sobi agreed to submit a cash tender offer for all the shares in CTI for a purchase price of approximately USD 1,700 million (corresponding to approximately SEK 18,060 million[2]). The acquisition was completed on 26 June 2023 after successful completion of the tender offer.

 

The acquisition of CTI has been funded through bank financing corresponding to a total of approximately SEK 17,350 million[3], of which SEK 8,000 million consists of a bridge loan, provided by Bank of America Europe Designated Activity Company (“BofA”) and Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”). In connection with the announcement of the acquisition of CTI, Sobi stated that up to half of the purchase price is intended to be refinanced through issuance of new common shares with preferential subscription rights for the Company’s existing shareholders.

 

For the purpose of authorising the Board of Directors of Sobi to resolve on the Rights Issue the Board of Directors calls for an EGM to be held on 15 August 2023. The proposal for the Board of Directors’ authorisation will be included in the notice to the EGM, which will be published separately. The net proceeds from the Rights Issue will be used to repay part of the bridge loan, which will strengthen Sobi’s financial position and enable continued future investments, including further acquisitions, for the implementation of the Company’s strategy.

 

Provided that the EGM authorises the Board of Directors to resolve on the Rights Issue, the Rights Issue is intended to be launched during the third quarter 2023. The Board of Directors’ intention is to use the authorisation as soon as possible after the EGM.

 

The Company’s largest shareholder Investor AB (publ), representing approximately 36.2[4] per cent of the shares in the Company, has undertaken to vote in favour of the Board of Directors’ proposal at the EGM to authorise the Board of Directors to resolve on the Rights Issue and to subscribe for its pro rata share of the Rights Issue. In addition, Fjärde AP-fonden, Polar Capital, Handelsbanken Fonder and Swedbank Robur Fonder, together representing approximately 12.8[5] per cent of the shares in the Company, have expressed their intention to vote in favour of the Board of Directors’ proposal at the EGM to authorise the Board of Directors to resolve on the rights issue and 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.

 

Advisers

In connection with the Rights Issue, Sobi has appointed BofA Securities Europe SA (“BofA Securities”) and Danske Bank as Joint Global Coordinators and Bookrunners. For the avoidance of doubt, BofA Securities and Danske Bank are not and will not be involved with any offers and sales in the Rights Issue by Sobi inside the United States.

 

Mannheimer Swartling is acting as legal adviser to Sobi in relation to the Rights Issue, Latham & Watkins (London) LLP is acting as U.S. legal adviser to Sobi in relation to the Rights Issue and Linklaters is acting as legal adviser to BofA Securities and Danske Bank in relation to the Rights Issue.

 

Sobi

Sobi® is a specialised international biopharmaceutical company transforming the lives of people with rare and debilitating diseases. Providing reliable access to innovative medicines in the areas of haematology, immunology and specialty care, Sobi has approximately 1,600 employees across Europe, North America, the Middle East, Asia and Australia. In 2022, revenue amounted to SEK 18.8 billion. Sobi’s share (STO:SOBI) is listed on Nasdaq Stockholm. More about Sobi at www.sobi.com, LinkedIn and YouTube.

 

For more information, please contact:

 

Jennifer Kretzmann

Manager of Stakeholder Communications and Corporate Access

 

This is information of the type that Swedish Orphan Biovitrum AB (publ) is obligated to make public in accordance with the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person above on 18 July 2023 at 08.00 CEST.

 

Important notice

These materials may not be published, distributed or transmitted in the United States, Canada, Australia, Japan or any other jurisdiction in which the distribution, release or publication would be unlawful. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of Swedish Orphan Biovitrum AB (publ) (the “Company”) in the United States or any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities have not been, and will not be, registered under the Securities Act. There will be no public offer of securities in the United States.

 

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 any Member State of the European Economic Area (“EEA”), other than Sweden or any EEA Member State 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 communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”), and no person outside of Sweden or any EEA Member State to which the prospectus is passported under the Prospectus Regulation, that is not a relevant person or a Qualified Investor may act or rely on these materials or any of its contents.

 

In the United Kingdom, this communication is being distributed to and is directed only at qualified investors, within the meaning under Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 as amended from time to time, who are also (i) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, or (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, (all such persons together being referred to as “relevant persons”). The Securities are only available in the United Kingdom to, and any invitation, offer or agreement to purchase or otherwise acquire the Securities will be engaged in only with, the relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this communication or any of its contents.

 

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the Securities. Invitation to the persons concerned to subscribe for shares in the Company will only be made by means of the prospectus that the Company intends to publish on the Company’s website, following the approval and registration of the prospectus by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus to be published by the Company.

 

None of BofA Securities and Danske Bank or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

 

Each of BofA Securities and Danske Bank is acting exclusively for the Company and no one else in connection with the Rights Issue. They will not regard any other person as their respective clients in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Rights Issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

This announcement contains certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect management’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.