The new share issue, which was resolved by the Board of the Company on May 8, 2015 with authorization from the Annual General Meeting on March 30, 2015, includes 1,647,059 new shares and has been directed to a limited group of institutional US investors, at a price of SEK 42.50 per share through a private placement procedure.
The proceeds from the directed share issue will primarily be used for the preparation of CicloMulsion®’s clinical trial in the US and commercialization in Europe. The Company estimates that approximately 80% of the proceeds will be used for the previously mentioned projects. The remaining proceeds will be allocated to the pre-clinical program for NVP019 and preparing for the first human dose.
The reasons for the deviation from the shareholders’ pre-emptive rights are that the Board of the Company deems it beneficial for the Company and the shareholders to expand the Company´s institutional and international shareholder base but also to capitalize on the opportunity to raise new capital on for the Company favorable terms.
The subscription price has been set through a customary bookbuilding process. The subscription price entails a discount of approximately 15.2 percent in relation to the average price for the last day of trading before the decision to issue the new shares.
The new share issue in NeuroVive increases the number of shares with 1,647,059 shares from 29,088,093 shares to 30,735,152 shares in total and increases the share capital by SEK 82,352.95 from SEK 1,454,404.65 to SEK 1,536,757.60 in total. The new share issue entails a dilution of approximately 5.4 percent.
Larger existing shareholders of the Company, have in connection with the new issue lent shares to enable delivery of subscribed shares to investors. The lent out shares will be returned after registration of the share issue with the Swedish Companies Registration Office (Sw. Bolagsverket).
The Company will publish a Swedish prospectus in connection with the new shares being admitted for trading on Nasdaq Stockholm. The prospectus is expected to be made available on NeuroVive’s website (www.neurovive.se) around May 18, 2015.
Advisors:
Chardan Capital Markets, LLC (US) acted as Lead Placement Agent and Sole Bookrunner, and J. Streicher Capital, LLC (US) acted as Joint Lead Manager in connection with the new share issue. HDR Partners AB acted as financial advisor and Advokatfirman Lindahl KB acted as legal advisor to NeuroVive. Loeb & Loeb LLP and Sanders Ortoli Vaughn-Flam Rosenstadt LLP acted as legal advisors to Chardan Capital Markets, LLC and J. Streicher Capital, LLC respectively concerning US law.
About NeuroVive
NeuroVive Pharmaceutical AB (publ), the mitochondrial medicine company, is developing a portfolio of products to treat acute cardiovascular and neurological conditions through mitochondrial protection. These medical conditions are characterized by a pressing medical need and have no approved pharmaceutical treatment options at present. NeuroVive’s products CicloMulsion® (myocardial infarct) and NeuroSTAT® (traumatic brain injury) are currently being evaluated in phase III and phase II studies, respectively. NeuroVive’s research programs also include development of treatments against brain injury in stroke patients, and drug substances for cellular protection and treatment of mitochondrial disorders causing energy deficiency. NeuroVive’s shares are listed on Nasdaq, Stockholm, Sweden.
For Investor Relations and media questions, please contact:
Ingmar Rentzhog, Laika Consulting, Tel: +46 (0)46 275 62 21 or ir@neurovive.se
It is also possible to arrange an interview with NeuroVive’s COO Jan Nilsson that is in charge of the transaction or CEO Mikael Brönnegård at the above contact.
NeuroVive Pharmaceutical AB (publ)
Medicon Village, SE-223 81 Lund, Sweden
Tel: +46 (0)46 275 62 20 (switchboard), Fax: +46 (0)46 888 83 48
info@neurovive.se, www.neurovive.se
NeuroVive Pharmaceutical AB (publ) is required to publish the information in this news release under the Swedish Securities Market Act. The information was submitted for publication on May 8, 2015, at 8.00 a.m. CET.
Important information
Publication or distribution of this press release in certain jurisdictions may be subject to restrictions according to law and the people in jurisdictions where this press release has been made public or distributed should inform themselves and follow such local restrictions. This press release does not contain and does not constitute or form part of an invitation to acquire or subscribe or a solicitation of any offer to buy or subscribe for shares, subscription rights or other securities in NeuroVive.
This press release may not be published or distributed, directly or indirectly, in or into the US, Canada, Japan, Hong Kong, New Zeeland, South Africa, Australia or in any other jurisdiction where such distribution would be prohibited by applicable law. The information in this press release may not be redistributed, reproduced or passed on in ways that conflict with applicable restrictions. Failure to comply with these restrictions may constitute a violation of the United States Securities Act of 1933 (“Securities Act”) or applicable laws of other jurisdictions.
Forward-looking statements
This press release contain certain forward-looking statements that reflect the Company’s current view and expectations of future events and financial and operational performance, including statements regarding the directed share issue and statements regarding guidance, planning, outlook and strategies. Words such as “intends”, “anticipates”, “expects”, “plan”, “can” or similar expressions regarding indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Although the Company believes that these statements are based upon reasonable assumptions and expectations, the Company cannot guarantee that such statements will be realized. Forward-looking statements are inherently associated with both known and unknown risks and uncertainties and future results or developments may differ materially from those set forth in forward-looking information. Forward-looking statements in the press release are only valid on the date of the press release and are subject to change without notice. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information or future events, other than as required by applicable law or stock market regularization.