Resolutions at the Extraordinary General Meeting in Camurus
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES
Lund, Sweden — 5 March 2019 — Today’s Extraordinary General Meeting in Camurus AB (publ) (“Camurus” or the “Company”) (Nasdaq Stockholm, CAMX) resolved to approve the Board of Directors’ decision on a new share issue with preferential right for existing shareholders (the “Rights Issue”).
The terms of the Rights Issue entitle persons registered as shareholders in Camurus on the record date, 7 March 2019, to receive one (1) subscription right for each share held in Camurus. Four (4) subscription rights entitle to subscription of one (1) new share. The subscription price is SEK 42 per share.
Provided that the Rights Issue is fully subscribed, it will bring Camurus SEK 403 million, before deduction of issue costs.
The number of shares will increase from 38,381,486 shares to a maximum of 47,976,858 shares, corresponding to an increase of approximately 20 percent in relation to the new number of shares. The share capital will increase from SEK 959,537.15 to a maximum of SEK 1,199,421.
The Rights Issue is expected to allow Camurus to finance the launch and marketing of its recently approved long-acting medicine, Buvidal®, for treatment of opioid dependence in Europe and Australia; progress Phase III studies for CAM2029 in acromegaly and neuroendocrine tumors; and progress other prioritized R&D programs, including CAM2043 for treatment of pulmonary arterial hypertension (PAH).
The timetable below is preliminary and may be subject to change. Any changes will be publicly announced through press release.
|5 Mar||Last day of trading in shares including the right to participate in the Rights Issue|
|6 Mar||First day of trading in shares excluding right to participate in the Rights Issue|
|7 Mar||Record date for participation in the Rights Issue, i.e. holders of shares who are registered in the share register on this day will receive subscription rights for participation in the Rights Issue|
|8 Mar||Expected publishing date of the prospectus|
|11 Mar-21 Mar||Trading in subscription rights|
|11 Mar-25 Mar||Subscription period|
|27 Mar||Estimated date of publication of the outcome of the Rights Issue|
For more information
Fredrik Tiberg, President & CEO
Tel. +46 (0)46 286 46 92
Fredrik Joabsson, VP Business Development
Tel. +46 (0)70 776 17 37
The information was submitted for publication at 11.40 am CET on 5 March 2019.
Camurus is a Swedish science-led biopharmaceutical 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 company’s proprietary FluidCrystal® drug delivery technologies and its extensive R&D expertise. Camurus’ clinical pipeline includes products for the treatment of cancer, endocrine diseases, pain and addiction, which are 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.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Camurus AB in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in Camurus will only be made through the prospectus that Camurus estimates to publish on or around 8 March 2019.
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, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Canada, Japan, Australia, New Zealand, South Africa, Hong Kong, Singapore or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
No public offering of securities is made to any country within the European Economic Area (the “EEA”) other than Sweden. In other member states of the EEA which have implemented European Parliament and Council Directive 2003/71/EC (the “Prospectus Directive”), such offering may be made only under the exemption in the Prospectus Directive as well as every relevant implementation measure (including measures to implement European Parliament and Council Directive 2010/73/EU).
Any investment decision in connection with the rights issue must be made on the basis of all publicly available information relating to the Company and the issued shares. Such information has not been independently verified by the Joint Global Coordinators and Underwriters (as defined below). 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.
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.
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 Global Coordinators and Underwriters") 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 Global Coordinators and Underwriters 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 Global Coordinators and Underwriters 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 Global Coordinators and Underwriters 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 authorized 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 Global Coordinators and Underwriters 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 Global Coordinators and Underwriters 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.