08/24/2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND, HONG KONG, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE MAY BE UNLAWFUL, WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES
Midsona AB (publ) (“Midsona” or the “Company”) has mandated Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”) to evaluate the conditions for carrying out a directed new share issue of class B shares against payment in cash of up to SEK 500 million through an accelerated book building process (the “Transaction”). The Company intends to mainly use the potential issue proceeds to strengthen the Company’s financial position to increase the Company’s financial flexibility to act on identified acquisition opportunities. Stena Adactum AB (“Stena Adactum”), the largest shareholder in Midsona, which currently holds approximately 23.3 percent of the outstanding capital and approximately 27.9 percent of the outstanding votes in the Company, has committed to subscribe for at least its pro rata share in the Transaction, provided that certain customary terms are fulfilled.
The Transaction
The Company has engaged Danske Bank to evaluate the conditions for carrying out a directed new share issue of class B shares against payment in cash of up to SEK 500 million. The Transaction is directed to Swedish and international investors of institutional character. The subscription price, and the total number of new B shares, will be decided through an accelerated book building process, which will commence immediately after the announcement of this press release.
The board of directors of Midsona intends to execute the Transaction by deciding on the new share issue based on the authorization given by the annual general meeting on 5 May 2021. The board of directors’ resolution to carry out the Transaction is expected to be taken prior to the beginning of trading on Nasdaq Stockholm on 25 August 2021. The board of directors may decide to extend or shorten the application period and can at any moment decide to terminate the Transaction and thus refrain from carrying out the directed new share issue. As the subscription price in the Transaction will be determined through an accelerated book building process, it is the board of directors' assessment that a subscription price at a market level is ensured. The Company will announce the outcome of the Transaction in a subsequent press release.
Midsona, which has historically completed a large number of successful acquisitions, has a continued active acquisition agenda and recently announced the acquisition of Vitality and Oy. The Company sees great opportunities to continue to consolidate the market and is continuously evaluating new acquisitions. Midsona's pipeline with future acquisition opportunities is currently very strong and the Company is currently having a number of active dialogues about possible acquisitions. The Company intends to mainly use the proceeds from the Transaction to strengthen the Company’s financial position to increase the Company’s financial flexibility to act on identified acquisition opportunities.
Stena Adactum, the largest shareholder in Midsona, which currently holds approximately 23.3 percent of the outstanding capital and approximately 27.9 percent of the outstanding votes in the Company, has committed to subscribe for at least its pro rata share in the Transaction, provided that certain customary terms are fulfilled.
The reason for the board of directors to deviate from the shareholders’ preferential right is to secure the most time- and cost-effective capital raising possible, with the purpose of financing further value creating acquisitions.
The Company has, in conjunction with the Transaction, agreed to, with customary exceptions and given that the Transaction is executed, not to carry out any additional issues of shares during a period of 90 calendar days from the settlement day. In addition, persons in the Company’s board of directors and management have agreed to, with customary exceptions and given that the Transaction is executed, not to sell any shares in the Company for a period of 90 calendar days from the settlement day. In addition, Stena Adactum has agreed to, with customary exceptions and given that the Transaction is executed, not to sell any shares in the Company for a period of 90 calendar days from the settlement day.
Advisors
Danske Bank is Sole Global Coordinator in the Transaction. Advokatfirman Schjødt is legal advisor to Danske Bank.
For further information, please contact
Peter Åsberg, CEO and president
Mobile: +46 730 26 16 32
E-mail: peter.asberg@midsona.com
Max Bokander, CFO
Mobile: +46 708 65 13 64
E-mail: max.bokander@midsona.com
This is information of the type that Midsona AB is obligated to make public in accordance with the EU Market Abuse Regulation. The information was submitted for publication through the agency of Peter Åsberg on August 24, 2021, at 17.31 CEST.
About Midsona AB
Midsona develops and markets strong brands within health and well-being, with products that help people live a healthier and more sustainable life, with an increased understanding of the origin of the raw material and with transparency as to the content. The Midsona share is listed on NASDAQ OMX Stockholm, Mid Cap. For more information www.midsona.com/en
IMPORTANT INFORMATION
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, New Zealand, Hong Kong, Singapore 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 directed new 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, Australia, South Africa, New Zealand, Hong Kong or Singapore 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, Australia, South Africa, New Zealand, Hong Kong or Singapore. There will be no public offering of the securities described herein in Canada, Japan, Australia, South Africa, New Zealand, Hong Kong or Singapore.
This press release is not a prospectus for purposes of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and its delegated and implemented regulations (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any EEA Member State and no prospectus has been or will be prepared in connection with the directed new share issue. 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.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Any investment decision in connection with the directed new share 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.
None of the Company, the Sole Global Coordinator 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 press release to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Midsona have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Midsona may decline and investors could lose all or part of their investment; the shares in Midsona’s offer no guaranteed income and no capital protection; and an investment in the shares in Midsona is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the directed new share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Global Coordinator will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Midsona.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Midsona and determining appropriate distribution channels.
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.
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Midsona_Press release_2021-08-24