The Board of Directors in Medivir AB (publ) ("Medivir" or the "Company") has decided to summon an extraordinary general meeting
HUDDINGE, Sweden, Feb. 7, 2021 – The Board of Directors in Medivir AB (publ) (“Medivir” or the “Company”) has decided to summon an extraordinary general meeting on 11 March 2021 to propose a directed issue (the “Directed Issue”) to the Company’s existing specialist investor LINC AB (“LINC”), controlled by the Company’s board member Bengt Julander.
In the rights issue, from which the preliminary results was announced on 5 February 2021 (the “Rights Issue”), Bengt Julander (through LINC) among others entered into subscription and guarantee commitments. The Rights Issue was substantially oversubscribed and no guarantee commitments needed to be utilized. Through an over-allotment option related to the Rights Issue (the “Over-allotment Option”) the specialist investor Healthinvest Partners AB was added to the Company’s shareholder base. As a result of the strong interest in the Rights Issue and in order to further strengthen the Company’s institutional shareholder base, the Board of Directors has decided to summon an extraordinary general meeting on 11 March 2021 to propose a directed issue of approximately SEK 28 million to Bengt Julander (through LINC).
Since the Directed Issue is directed to a company controlled by board member Bengt Julander, part of the Company’s category of related parties referenced in the Swedish Companies Act (sw. ABL) chapter 16 (2005:551), the Directed Issue requires approval by the Company’s shareholders representing at least nine tenths of the votes casted as well as the shares represented at the extraordinary general meeting on 11 March 2021, for which a notice will be published separately. Bengt Julander did not participate in the decision regarding the Directed Issue by the Board of Directors.
The extraordinary general meeting will decide on the proposal to issue a total of 3,600,000 new series B shares, directed to Bengt Julander (through LINC), at a subscription price of SEK 7.73 per share, corresponding to the closing price as of 5 February 2021. The reason for deviating from the shareholders’ preferential rights in the Directed Issue is to strengthen the Company’ institutional shareholder base and the proceeds will be used to accelerate the Company’s existing business plan, mainly focusing on the development of MIV-818.
Through the Directed Issue, the number of shares in Medivir will increase from 52,135,651 series B shares, including the shares issued in connection with the Rights Issue and the Over-allotment Option, to 55,735,651 series B shares, corresponding to a dilutive effect of approximately 6.5 per cent of the total number of outstanding shares and votes in the Company. Following the completion of the Directed Issue, LINC will hold shares in the Company corresponding to approximately 10 per cent of the total number of outstanding shares in the Company.
ABG Sundal Collier is the financial advisor and Vinge is the legal advisor to Medivir in connection with the transaction.
Medivir in brief
Medivir develops innovative drugs with a focus on cancer where the unmet medical needs are high. The drug candidates are directed toward indication areas where available therapies are limited or missing and there are great opportunities to offer significant improvements to patients. Medivir is focusing on the development of MIV-818, a pro-drug designed to selectively treat liver cancer cells and to minimize side effects.
Collaborations and partnerships are important parts of Medivir’s business model, and the drug development is conducted either by Medivir or in partnership. Birinapant, a SMAC mimetic, is exclusively outlicensed to IGM Biosciences (Nasdaq: IGMS) to be developed in combination with IGM-antibodies for the treatment of solid tumors. Medivir’s share (ticker: MVIR) is listed on Nasdaq Stockholm’s Small Cap list.
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where the press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Medivir in any jurisdiction, either from Medivir or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/2019 (“the Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward- looking statements
This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq Stockholm’s rules for issuers.
Potential investors should not put undue trust in the forward-looking statements herein.
Disclaimer: The following Press Release comes to you under a network of a strategic syndication partnership with PR Newswire. Prittle Prattle News takes no editorial responsibility for the same.