NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.
Lund, Sweden — 29 June 2018 — Camurus AB (publ) (“Camurus” or the “Company”) (Nasdaq Stockholm, CAMX) is pleased to announce the completion of a directed share issue of approximately SEK 102 million.
The board of directors of Camurus has, based on the authorization granted by the annual general meeting on 3 May 2018, resolved on a directed share issue of 1,100,000 new shares at a subscription price of SEK 93 per share (the “Issue”), which means that the Company receives approx. SEK 102 million before transaction costs. The subscription price in the Issue has been determined through an accelerated bookbuilding procedure.
The purpose of the issue is to contribute to the development of new clinical drug candidates, products and/or supporting technologies, and prepare marketing and sales for CAM2038 in opioid dependence on markets outside of Europe. During the second half of 2018, Camurus expects marketing approvals for CAM2038 in Europe, the US and Australia. Near term, the Company will continue to invest in launch and marketing preparations in EU and Australia, as well as seeking to capitalize on the significant opportunities that it sees in the pain indication for CAM2038, acromegaly and neuroendocrine tumors for CAM2029, and pulmonary arterial hypertension for CAM2043. The reasons for the deviation from the shareholders’ preferential rights are to raise capital in a time and cost-effective manner.
The Issue entails a dilution of approximately 2.9 percent of the share capital in relation to the number of shares in Camurus after the Issue, through an increase in the number of outstanding shares by 1,100,000 from 37,281,486 to 38,381,486 and a share capital increase by SEK 27,500 from SEK 932,037 to SEK 959,537.
In connection with the Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 120 calendar days after the settlement date. In addition, in connection with the Issue, Sandberg Development AB, currently holding 53.7 percent of the shares in Camurus, the Board of Directors of Camurus and Senior Management of Camurus have agreed not to sell any shares in Camurus for a period of 90 calendar days after the settlement date, subject to customary exceptions.
Carnegie Investment Bank AB and Jefferies International acted as joint bookrunners in connection with the Issue. Mannheimer Swartling acted as legal adviser to Camurus, and Ashurst and Gernandt & Danielsson acted as legal advisers to the joint bookrunners.
Camurus is a Swedish research-based pharmaceutical company committed to developing and commercialising innovative and differentiated medicines for the treatment of severe and chronic conditions. New drug products with best-in-class potential are conceived based on the proprietary FluidCrystal® drug delivery technologies and an extensive R&D expertise. Camurus’ clinical pipeline includes products for treatment of cancer, endocrine diseases, pain and addiction, developed in-house and in collaboration with international pharmaceutical companies. The company’s shares are listed on Nasdaq Stockholm under the ticker “CAMX”. For more information, visit www.camurus.com.
Any investment in the shares of Camurus involves risks. The Company has today updated its investor relations website to include a set of risk factors relevant to investors in the Company.
For more information
Fredrik Tiberg, President & CEO
Tel. +46 (0)46 286 46 92
Rein Piir, Investor Relations
Tel. +46 (0)70 853 72 92
This information is information that Camurus AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU) No 596/2014. The information was submitted for publication, through the agency of the CEO, at 08:00 CET on 29 June 2018.
This communication may contain certain forward-looking statements. Such statements are all statements that do not relate to historical facts and include expressions such as "believe", "estimate", "anticipate", "expect", "assume", "predict", "intend", "may", "presuppose", "should" or similar. The forward-looking statements in this release are based on various estimates and assumptions that in several cases are based on additional assumptions. Although Camurus believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties and other material factors that are difficult or impossible to predict and that are beyond Camurus' control. Such risks, uncertainties and material factors could cause the actual results to differ materially from the results expressly or implicitly indicated in this communication through the forward-looking statements. The information, perceptions and the forward-looking statements in this release apply only as of the date of this release and may change without notice.
This press release is not and does not form a part of any offer for sale of securities. Copies of this communication may not be made in, and may not be distributed or sent into, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which distribution of this press release would be unlawful or would require registration or other measures. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities law. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of shares in the United States.
The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Japan or Australia and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan or Australia. There will be no public offering of the securities described herein in Canada, Japan or Australia.
This press release is not a prospectus for the purposes of Directive 2003/71/EC as amended through Directive 2010/73/EU. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA (each a “Relevant Member State”) and no prospectus or other offering document has been or will be prepared in connection with the directed share issue. As a result, the securities may only be offered in member states of the EEA (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that member state of the EEA by any measure implementing the Prospectus Directive in that member state of the EEA and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA), and includes any relevant implementing measure in the relevant member state of the EEA.
Any investment decision in connection with the Issue must be made on the basis of all publicly available information relating to the Company and the issued shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares.
In connection with any offering of the new shares, each of Jefferies International Limited (“Jefferies”), and Carnegie Investment Bank AB (publ) (“Carnegie” and, together with Jefferies, the "Joint Bookrunners") and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any new shares and in that capacity may retain, purchase or sell for their own account such new shares. In addition, any of them or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which that any of them (or their affiliates) may from time to time acquire, hold or dispose of new shares. None of the Joint Bookrunners or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
None of the Joint Bookrunners or any of their respective affiliates, directors, officers, employees, advisers and agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the information in this press release (or whether any information has been omitted from the document) or any other information relating to the Company or its 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 this document or its contents or otherwise arising in connection therewith.
None of the Company, the Joint Bookrunners or any of their respective affiliates directors, officers, employees, agents, affiliates or advisers is under any obligation to update, complete, revise or keep current the information contained in this document to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.
Jefferies International Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Carnegie is authorized and regulated in Sweden by the Swedish Financial Supervisory Authority. Each of the Joint Bookrunners is acting exclusively for the Company and no one else in connection with this announcement or any future transaction in connection with it. None of the Joint Bookrunners or any of their respective affiliates will regard any other person (whether or not a recipient of this document) as a client or will be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the contents of this announcement or any transaction, matter or arrangement referred to in this announcement.
Every care has been taken into consideration when translating this press release into English. In the event of differences between the English version and the Swedish original, the Swedish version shall apply.