Hansa Medical to implement guaranteed rights issue amounting to SEK 27 million
• The subscription price has been set at SEK 7 per share, which at full subscription will raise SEK 27 million to Hansa Medical before issue expenses.
• One existing share provides entitlement to one subscription right. One subscription right provides entitlement to subscription of one new share.
• Hansa Medical’s three largest shareholders intend to subscribe for their portion of the share issue, corresponding to a total of approximately 62 percent. The remaining portion of the share issue is fully secured through subscription guarantee.
• The subscription period is from March 24 through April 14, 2010.
Background and reasonsHansa Medical develops protein drugs and diagnostic ¬methods in the inflammation therapeutic area. Product development is currently in the preclinical and early clinical stages. The company is focusing on three projects: anti-alpha 11, IdeS and HMD-301. The reason underlying the new share issue is the need to finance Hansa Medical’s continued product development within these projects.Anti-alpha-11 is being developed through a strategic partnership with the US company Inverness Medical Innovations Inc. and is a pharmaceutical project for the treatment of rheumatoid arthritis (RA). The purpose of the partnership is to identify an anti-body-based drug candidate in the next two years. This joint venture will then license out the drug candidate at a preclinical or early clinical stage to a pharmaceutical company established in the market. The market for protein drugs for the treatment of RA is today dominated by TNF-alpha blockers and the market is estimated at SEK 90 billion.IdeS is a drug candidate for the treatment of sensitized patients in connection with organ transplantation. Since the product development of IdeS has entered the most resource demanding stage, Hansa Medical has decided to seek a strategic partnership for this product prior to initiating clinical trials. Partnership discussions are under way and, in parallel, Hansa Medical will initiate production of IdeS. IdeS do not have any immediate competitors and the market is estimated at SEK 1 billion.HMD-301 is a diagnostic analytical method designed to assist doctors in emergency units and intensive care wards by identifying patients with an immediate risk of developing severe sepsis, a life-threatening complication to infection. The development of HMD-301 is being conducted in collaboration with the UK company Axis-Shield plc. In the next two years, the analytical method will be optimized and tested in a clinical study aimed at registration of the method. The companies are working towards the goal of introducing the first version of the analytical method to the market in late 2011. There are no equivalent products on the market today and the market is estimated to be worth SEK 700 million.The share issue in briefIn order to finance Hansa Medical’s continued product development and realize portions of the potential represented by the company’s research, Hansa Medical’s Board of Directors has decided to implement a new issue of 3,863,184 shares. The decision was made pursuant to authorization received from the Annual General Meeting on April 29, 2009.Shareholders in Hansa Medical AB have preferential rights to the subscription of new shares, at a price of SEK 7 each, in relation to the number of shares held on the record date of March 19, 2010. One existing share provides entitlement to one subscription right. One subscription right provides entitlement to subscription of one new share. It will also be possible to subscribe for the shares without preferential rights. At full subscription, the share issue will raise SEK 27 million.Shareholders who are registered in the share register maintained by Euroclear Sweden AB on March 19, 2010 will receive subscription rights providing entitlement to participation in the rights issue. The subscription period is from March 24 through April 14, 2010.Hansa Medical’s three largest shareholders intend to subscribe for their portion of the share issue, corresponding to a total of approximately 62 percent of the share issue. The remaining portion of the share issue is fully secured through subscription guarantee.Preliminary time schedule for the share issueMarch 17, 2010 First date of trading in shares ex-rights to the rights issueMarch 19, 2010 Record date and estimated date of publication of the prospectusMarch 24 – April 9, 2010 Trading in subscription rightsMarch 24 – April 14, 2010 Subscription periodApril 20, 2010 Estimated date for announcement of the outcome of the rights issueEnd of April 2010 Completion of the rights issueLegal advisor and issue institutionFredersen Advokatbyrå AB is the legal advisor and Remium AB is the issue institution.