Change of ownership in Hansa Medical
The information in this press release is not directed at persons located in Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of Korea, Singapore, South Africa, Switzerland, the United States or any other country where the offer or sale of subscription rights, interim shares or new shares is not permitted. The information may not be published or distributed, directly or indirectly, in or into, any of the aforementioned countries or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. Nor may the information be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or gives cause to such requirements. Failure to comply with these instructions may result in a violation of the United States Securities Act of 1933, as amended (“Securities Act”) or laws applicable in other jurisdictions.
The information in this press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Hansa Medical AB. No subscription rights, interim shares or new shares will be registered under the Securities Act or in accordance with any other rules or regulations in any other country than Sweden and may not be transferred or offered for sale in the United States or any country where such transfer or offer may be prohibited, or to persons resident in any such country or on account of such persons, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or similar legislation in another country, respectively.
Following the placement, Farstorps Gård AB’s ownership amounts to 7,122,952 shares, representing approx. 27 per cent of the total number of shares and votes outstanding in Hansa Medical AB (publ). Farstorps Gård AB has agreed not to sell any additional Hansa Medical shares until 31 August 2015, subject to certain customary exceptions.
The rights issue announced on February 23, 2015 is fully guaranteed by subscription undertakings from shareholders, including Nexttobe AB, and underwritings.
As previously announced, the Board of Hansa Medical AB (publ) has decided, pursuant to authorisation by the 2014 annual general meeting, to issue at most 6,482,400 new shares with pre-emptive rights for current shareholders. The rights issue will, provided full subscription, provide Hansa Medical with approx. SEK 246 million before deduction for issue related costs.
The Company’s largest shareholder, Nexttobe AB, has committed to subscribe and pay for its pro rata share of the rights issue. Together with subscription undertakings from other shareholders, among which several are new owners, and underwriting, the issue is fully covered by subscription undertakings and underwritings.
IdeS, a unique molecule with a novel mechanism, is a bacterial enzyme that cleaves human IgG antibodies. IdeS degrades all IgG specifically, swiftly and efficiently. IdeS has been tested for safety and efficacy in numerous in vitro and in vivo models. During 2013, a Phase I clinical trial on 29 healthy subjects was conducted, demonstrating IdeS as efficacious and well tolerated with a favorable safety profile. During 2014 and 2015, a Phase II clinical trial in sensitized patients awaiting kidney transplantation has been conducted. Preliminary data shows that IdeS has very good efficacy in highly sensitized patients on the kidney transplant waitlist. The study shows that IdeS has the capacity to make sensitized patients eligible for transplantation by decreasing HLA antibodies to levels acceptable for transplantation. In addition to transplantation, IdeS has potential indications within a variety of rare autoimmune diseases including anti-GBM disease. IdeS is protected by several patents and has been published in numerous peer review journals.
The information in this press release is disclosed pursuant to the Securities Markets Act or the Financial Instruments Trading Act. The information was released for public disclosure on February 23, 2015 at 08.45.