Sobi publishes prospectus regarding the rights issue
NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
The prospectus regarding the rights issue of ordinary shares in Swedish Orphan Biovitrum AB (publ) (Sobi®) (STO: SOBI) (“Sobi”) amounting to approximately SEK 6,024 million, which was resolved by the Board of Directors of Sobi on 22 August 2023 based on the authorisation of the Extraordinary General Meeting on 15 August 2023, has today on 28 August 2023 been approved and registered by the Swedish Financial Supervisory Authority, and is available on Sobi’s website, www.sobi.com/en/rights-issue-2023, and via Danske Bank’s website for prospectuses, www.danskebank.se/prospekt.
Application forms for subscription without subscription rights can be obtained from Sobi’s website and via Danske Bank’s website for prospectuses as from today. For further information on how you participate in the rights issue, please see section “Terms and conditions” in the prospectus.
A prospectus containing the complete terms and conditions of the rights issue has today, on 28 August 2023, been published on Sobi’s website, www.sobi.com/en/rights-issue-2023, and via Danske Bank’s website for prospectuses, www.danskebank.se/prospekt.
Advisers
BofA Securities and Danske Bank act as Joint Global Coordinators and Bookrunners in relation to the rights issue. 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 Swedish and U.S. 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 1,800 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:
Tobias Cottmann
Head of Investor Relations & External Communication (interim)
+41 79 287 10 51
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 published today on 28 August 2023, at the Company’s website. The prospectus, which has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), is available at the Company’s website, www.sobi.com/en/rights-issue-2023. The approval of the prospectus by the Swedish Financial Supervisory Authority should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market. 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. Potential investors should read the prospectus before making an investment decision in order to fully understand the potential risks associated with a decision to invest in the securities (see “Risk factors” in the prospectus).
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.