Tobii announces its intention to carry out a directed share issue of ordinary shares of approximately SEK 250 million

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Tobii announces its intention to carry out a directed share issue of ordinary shares of approximately SEK 250 million

Tobii AB (publ) ("Tobii" or ”the Company") has mandated ABG Sundal Collier AB to evaluate the market conditions for carrying out a directed share issue to Swedish and international institutional investors of approximately SEK 250 million (the “Share Issue”) through a so called “accelerated bookbuilding” procedure that will be initiated immediately (the “Bookbuilding Procedure”). The Share Issue is carried out to finance the previously announced acquisition of Phasya, the acquisition of Acapela Group, of which the Company published information about earlier today, and to strengthen the balance sheet in both Tobii and Tobii Dynavox in connection with the separate listing of Tobii Dynavox and thereby create headroom for further acquisitions and investments.

The Share Issue

The subscription price and the total number of ordinary shares to be issued will be determined through the Bookbuilding Procedure which will commence immediately after the publication of this press release. The implementation of the Share Issue is subject to a decision by Tobii’s Board of Directors, which will be based on the authorization from the Annual General Meeting held on May 18, 2021 and which is expected to be made in connection with decisions on pricing and allocation before trading on Nasdaq Stockholm commences at 09:00 CEST on October 29, 2021. The Board of Directors of Tobii may decide to extend or shorten the bookbuilding period and the Board of Directors may at any time terminate the Bookbuilding Procedure. Tobii will announce the outcome of the Share Issue when the Bookbuilding Procedure has been completed.

The proceeds from the Share Issue will be used to finance the acquisition of Phasya which was announced on August 5, 2021, to finance the acquisition of Acapela Group which the Company announced earlier today (see separate press release with heading “Tobii Dynavox enters agreement to acquire Acapela Group, enabling innovation in communication aids”) and to strengthen the balance sheet in both Tobii and Tobii Dynavox in connection with the separate listing of Tobii Dynavox and thereby create headroom for further acquisitions and investments.

The Board of Directors of Tobii has carefully considered alternative sources of financing, including the conditions for carrying out a rights issue instead of a directed share issue, and the Board of Directors consider it to be in the Company's and its shareholders' best interest to carry out the now planned Share Issue. The reason for the deviation from the shareholders' preferential rights is to ensure the most time- and cost-effective financing in light of both the recently announced acquisition and the ongoing separate listing process of Tobii Dynavox. As the subscription price in the Share Issue is determined through the Bookbuilding Procedure, it is the Board's assessment that the subscription price will be determined in accordance with market practice.

Advisors

ABG Sundal Collier acts as Sole Bookrunner and Vinge and Milbank LLP act as legal advisors to the Company in connection with the Share Issue.

This information is information that Tobii AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted, through the agency of the contact person set out below, for publication at 17.32 pm CEST, on October 28, 2021.

Contact

Henrik Mawby, Investor Relations, Tobii AB, tel: +46 (0)72 219 82 15, email: [email protected]

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, to the United States, Australia, Canada, Japan or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law.

This announcement is not and does not form a part of any offer or solicitation to acquire, subscribe, sell or in any other way trade with shares or other securities in Tobii AB (publ). This document has not been approved by any regulatory authority, and the information is not a prospectus in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") or, with respect to the United Kingdom, the Prospectus Regulation as it forms part of the United Kingdom’s domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”). In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” within the meaning of the UK Prospectus Regulation who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates, including with respect to prospects for pharmaceutical treatments and studies. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.