2/18/2020 4:30:00 PM
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.
Navamedic ASA ("Navamedic" or the "Company") has retained SpareBank 1 Markets AS and Carnegie AS (the "Managers") as Joint Bookrunners to advise on and effect a contemplated private placement of new shares to raise up to NOK 50 million in gross proceeds after the close of Oslo Stock Exchange today, 18 February 2020 (the "Private Placement"). The number of Offer Shares issued in the Private Placement will depend on the final subscription price.
The net proceeds from the Private Placement will be used to fund future M&A activity, strategic investments and general corporate purposes. The Company sees several tangible opportunities to strengthen its Nordic position and North European footprint. Navamedic seeks to continue its growth through a combination of organic development and selective bolt-on acquisitions to build on Navamedic’s existing platform which may materialize in transactions during 2020. Furthermore, the Company contemplates to issue consideration shares for a portion of the purchase price for the marketing authorisations for antibiotics from ACS Dobfar and InfoRlife as announced in the stock exchange announcement published on 7 February 2020, such portion and thus the number of shares to be issued (if any) to be determined as part of such negotiations. It is expected that the Board will ask the EGM for an authorization to issue such consideration shares as well.
The Company’s main shareholder, Ingerø Reiten Investment Company AS ("IRIC"), has pre-committed to subscribe for, and is expected to be allocated, Offer Shares worth minimum approximately NOK 12.3 million in the Private Placement, corresponding to its pro-rata ownership
The subscription price in the Private Placement will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuidling and application period of the Private Placement will commence on 18 February 2020 at 16:30 hours CET and is expected to close on 19 February 2020 at 08:00 hours CET. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion to close or extend the application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The Private Placement will be divided into two tranches. Tranche 1 will consist of 1,186,767 Offer Shares ("Tranche 1") and Tranche 2 will consist of the remaining number of Offer Shares required to raise the gross proceeds of up to NOK 50 million. The issue of the Tranche 2 Offer Shares (and thus the completion of Tranche 2) is conditional upon the extraordinary general meeting of the Company (the "EGM") resolving to approve the issue of such shares. The EGM is expected to be held on or about 11 March 2020.
Allocation of the Offer Shares will be determined at the end of the bookbuilding and application period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Notice of allocation of Offer Shares in Tranche 1 and conditional allocation in Tranche 2 is expected to be sent to the investors on or about 19 February 2020. Investors will to the extent possible be allocated Offer Shares on the same pro rata basis in Tranche 1 and Tranche 2 of the Private Placement.
The Company will announce the result of the Private Placement, the number of shares allocated in the Private Placement and the subscription price in the Private Placement through a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange, tomorrow, 19 February 2020.
Settlement of the Private Placement will be made on a delivery versus payment (DVP) basis with shares borrowed by Sparebank 1 Markets from IRIC pursuant to share lending agreements to be entered into between Sparebank 1 Markets, the Company and IRIC (each a "Share Lending Agreement"). The shares delivered to the investors will thus be tradable upon delivery. The settlement date for the Tranche 1 Offer Shares is expected to be on or about 21 February 2020 and the settlement date for the Tranche 2 Offer Shares is expected to be on or about 13 March 2020.
Completion of Tranche 1 of the Private Placement is subject to the approval by the Board of Directors of the Private Placement, including the issuance of the Tranche 1 Offer Shares, and Sparebank 1 Markets receiving the shares under a Share Lending Agreement. The completion of Tranche 2 of the Private Placement is subject to the approval by the EGM to issue the Tranche 2 Shares and Sparebank 1 Markets receiving the shares under a Share Lending Agreement.
Settlement of Tranche 1 is not conditional upon settlement of Tranche 2 of the Private Placement, and if the EGM should not approve the issue of the Tranche 2 Offer Shares, or Tranche 2 for any other reason should not be completed, the acquisition of Offer Shares in Tranche 1 will still remain final and binding and cannot be revoked or terminated by the investors who are allocated shares in Tranche 1.
The Company reserve the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to delivery of the Offer Shares. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity in order to develop the Company and that such equity is raised through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner in the prevailing volatile capital market, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process and a market based subscription price should therefore be achieved. The Company will also consider to carry out a subsequent offering towards the existing shareholders as of 18 February 2020, who did not participate in the Private Placement.
Subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions being passed by the Company, including the approval by the Board and the EGM, (iii) the prevailing market price of the Company's shares not being lower than the subscription price and thereby making the Subsequent Offering redundant and (iv) the approval of a prospectus by the Norwegian Financial Supervisory Authority (the "Prospectus), the Company will carry out a subsequent offering of new shares in the Company (the "Subsequent Offering"). The Subsequent Offering will, if implemented, be made on the basis of the Prospectus and be directed towards eligible shareholders in the Company who (i) are shareholders as of 18 February 2020, as registered in the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the "VPS") as of 20 February 2020, (ii) are not allocated Offer Shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders will be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus (expected during April 2020), and the subscription price in the Subsequent Offering will be the same as in the Private Placement.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement.
For further information about the Company, please contact:
Kathrine G. Andreassen, CEO, Navamedic,
Mobile: +47 951 78 680
Lars Hjarrand, CFO, Navamedic,
Mobile: +47 917 62 842
For information about the Private Placement please contact the Managers:
SpareBank 1 Market AS, tel +47 24 14 74 70
Carnegie AS, tel +47 22 00 93 40
Navamedic ASA is a preferred, full-service provider of high-quality healthcare products to hospitals and pharmacies. Navamedic meets the specific medical needs of patients and consumers by leveraging its highly scalable market access
platform, leading category competence and local knowledge. Navamedic is present in all the Nordic countries, the Baltics and Benelux, with sales representation in the UK and Greece. Navamedic is headquartered in Oslo, Norway, and listed on the Oslo Stock Exchange (ticker: NAVA). For more information, please visit www.navamedic.com
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company 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 "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.