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Hansa Medical proposes a directed share issue

Regulatory information

· The board of directors of Hansa Medical AB (publ) (“Hansa Medical” or the “Company”) proposes a directed share issue of approximately SEK 185 million.

· The subscription price for the issue is proposed to be SEK 70 per share.

· The issue is directed to selected international specialist investors including HBM Healthcare Investments, Sectoral Asset Management, Sphera Funds Management and Aescap, as well as Swedish institutional and strategic investors including Carnegie Asset Management,
AFA Insurance, KK-stiftelsen, Thomas Olausson and Unionen.

· Shareholders representing approximately 45 per cent of the shares and votes of Hansa Medical have undertaken to vote in favour of the issue at the extraordinary general meeting.

· The board of directors has today announced a notice for an extraordinary general meeting to resolve on the share issue (for full details, see separate press release with notice for an extraordinary meeting). 

NOT FOR DISTRIBUTION OR PUBLIC RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH MEASURES WOULD BE IN VIOLATION OF APPLICABLE REGULATIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN HANSA MEDICAL IN ANY JURISDICTION.

Background and reasons
In order to secure continued value creation for the Company of its projects, the board of directors proposes a directed issue of new shares. The issue proceeds will primarily be invested in the development of the drug candidate IdeS up to an application for market authorization of IdeS in kidney transplantation. The issue also enables the Company to secure a broadened investor base with an increase in international and Swedish institutional investors, which supplements the Company’s current strong shareholder base. All in all, the issue enables Hansa Medical to continue to grow into a pharmaceutical company with proprietary products on the market.

“The proposed directed issue is expected to secure the funds necessary to develop our lead candidate IdeS up to the filing for marketing authorization of IdeS in treatment of kidney transplantation”, says Göran Arvidson, CEO of Hansa Medical.

“Our cash position, including existing cash and cash equivalents, will also allow us to investigate the safety and efficacy of IdeS through several Phase II clinical trials in a number of prioritized indications. These include the serious autoimmune diseases thrombotic thrombocytopenic purpura (TTP), anti-GBM disease and Guillain-Barré syndrome (GBS), as well as the transplant indications antibody-mediated rejection (AMR) post kidney transplantation and blood group incompatible (ABOi) kidney transplantation. Our long term vision is to establish IdeS as a therapy for rapid and effective antibody inactivation in a wide range of diseases with significant unmet medical need. 

The issue
The board of directors has resolved to propose the extraordinary general meeting to resolve on a directed share issue of not more than 2,642,857 shares. The subscription price for the issue corresponds to SEK 70 per share, which, in total, will provide the Company with approximately SEK 185 million before issue costs. The subscription price for the issue has been determined through a so-called private placement procedure. The directed issue will be fully subscribed by a number of selected international specialist investors including HBM Healthcare Investments, Sectoral Asset Management, Sphera Funds Management and Aescap, as well as Swedish institutional and strategic investors including Carnegie Asset Management, AFA Insurance, KK-stiftelsen, Thomas Olausson and Unionen, in accordance with separate agreements.

Shareholders representing approximately 45 per cent of the shares and votes in Hansa Medical, including Nexttobe AB, Gladiator and Farstorps Gård AB, have undertaken to vote in favour of the issue at the extraordinary general meeting.

The reasons for the deviation from the shareholders’ pre-emption rights are that the Company shall, in a timely manner, be able to secure the Company’s capital need for the operations, as well as to broaden the ownership structure of the Company with strategic and institutional investors, which is also supported by the Company’s largest shareholders, who are not participating in the issue. Through the issue, the share capital will increase with SEK 2,642,857 to SEK 35,054,860, which entails a dilution effect of approximately 8 per cent of both the number of shares and votes. 

The extraordinary general meeting will be held on 21 November 2016 at the Company’s offices on Scheelevägen 22 in Lund.

Advisors
Hansa Medical has, in connection with the transaction, engaged Zonda Partners as advisor, Carnegie Investment Bank as financial advisor and Advokatfirman Vinge as legal advisor.