Karolinska Development to be listed
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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
PRESS RELEASE
Karolinska Development to be listed
STOCKHOLM - March 27, 2011. The Board of Directors of Karolinska Development AB
has decided, with deviation from the existing shareholders' preferential rights,
to broaden the shareholder base through a new issue of shares of series B.
Furthermore, the Board of Directors of Karolinska Development has applied for a
listing of Karolinska Development's shares of series B on NASDAQ OMX Stockholm.
Karolinska Development develops innovations from world-leading research into
products to be sold or licensed with high returns. The company currently has
twelve projects in clinical phase, including six in Phase II, with more than 20
compounds deemed to have first in class potential. Over the next few years, the
number of companies that will reach a point where it is optimal to exit are
expected to increase gradually. Exit and collaboration activities will therefore
be further intensified.
The management of Karolinska Development has recently been strengthened and the
company intends to focus investments on those projects that are deemed to be
best placed to reach commercialization in the next three years. At the same
time, several of these projects have succeeded in reaching later and more costly
clinical development phases. Karolinska Development is therefore looking for
capital for this and also to extend the investment horizon, with the expected
investment rate, from beginning of 2012 until end of 2013. The goal is to, in
connection with the new issue, also broaden the shareholder base among long-term
institutional and private investors.
* The Offering is submitted to the public in Sweden and to certain
institutional investors, in and outside of Sweden, to subscribe for shares
of series B in the company.
* The subscription price per share is determined through a form of book-
building procedure and is expected to be set in the range of SEK 37-42. The
subscription price in the offering to the general public will not exceed SEK
42 per share.
* The new share issue comprises of not more than 11,400,000 shares of series
B. Subject to the Offering being fully subscribed, the value of the Offering
will amount to between SEK 422 million and SEK 479 million, before deduction
of issue costs.
* If the demand is high, Karolinska Development may issue a maximum of
3,800,000 additional shares of series B (the "Enlargement option").
* In addition, Karolinska Development will undertake towards SEB Enskilda,
irrespective of whether the Enlargement option is exercised, at the request
of SEB Enskilda, to expand the new issue to include not more than 1,710,000
additional shares of series B, to cover possible over-allotment in
connection with the Offering (the "Over-allotment option").
* Upon full exercise of both the Enlargement option and the Over-allotment
option the Offering will comprise not more than 16,910,000 shares of series
B, which means that the value of the Offering amounts to between SEK 626
million and SEK 710 million in total, before deduction of issue costs.
* Subscription period for the public is March 30 - April 13, 2011. Expected
first day of trading on NASDAQ OMX Stockholm is April 15, 2011.
* The prospectus will be published at 8.00 AM, March 28, 2011.
Torbjörn Bjerke, CEO, comments:
For a number of years, I have followed Karolinska Development with great
interest. The company has consistently followed its original idea - to create
new and unique pharmaceuticals based on cutting edge research from the academic
community. With a large number of promising projects, in a range of therapeutic
areas where effective treatment is currently lacking, it is evident to me that
Karolinska Development is very well-positioned to succeed.
It is now time for us to demonstrate the business model at its full potential
by, to an even higher degree, focusing on those projects that currently have the
best possibility to reach the market. We are also considering the possibility to
consolidate projects within the same therapeutic area. This will make the
development process even more efficient and enhance the possibilities of
successful deal making.
From my many years in the pharmaceutical industry I have experience of leading
and developing a range of companies, from early stage research companies to a
publicly listed pharmaceutical company. I have, among other things, been the
driving force behind several highly valuable license deals and I have been
involved in the registration of two new pharmaceutical products. Based on these
experiences, I am highly optimistic that we can create a new, profitable Swedish
pharmaceutical company.
From a commercial perspective, Karolinska Development is currently in a very
advantageous position. With twelve projects in clinical phase we have now
reached a point where we can initiate serious discussions regarding divestment
or licensing. Striking new potential partnerships is at the top of my list. We
will continuously select new projects that we deem to have medical and
commercial potential, and rapidly phase out projects that do not meet our set
goals. In doing so, we will continue to build value in Karolinska Development. I
look forward to developing Karolinska Development into a profitable listed
company.
Background and reasons
Karolinska Development's business concept is to create value for investors,
patients, and researchers by developing innovations from world-leading research
into products that can be sold or licensed with high returns. The company
currently has twelve projects in clinical phase, including six in Phase II, with
more than 20 compounds deemed to have first in class potential.
Over the next few years, the number of companies that will reach a point where
it is optimal to exit are expected to increase gradually. Exit and collaboration
activities will therefore be further intensified. The management of Karolinska
Development has recently been strengthened and the company intends to focus
investments on those projects that are deemed to be best placed to reach
commercialization in the next three years. At the same time, several of these
projects have succeeded in reaching later and more costly clinical development
phases. Karolinska Development is therefore looking for capital for this and
also to extend the investment horizon, with the expected investment rate, from
beginning of 2012 until end of 2013. The goal is to, in connection with the new
issue, also broaden the shareholder base among long-term institutional and
private investors.
As of December 31, 2010, Karolinska Development's cash and short-term
investments amounted to SEK 210 million in the parent company. In the opinion of
Karolinska Development, the current working capital is sufficient to cover the
company's operation for the forthcoming twelve months. The company estimates
that the total annual investments and operating costs over the next few years
will be in the range of SEK 200-250 million. Karolinska Development's target is
to achieve positive cashflow in 2013. Regarding the investments for 2011,
Karolinska Development's current estimates are that the oncology area will
account for approximately 40 percent, dermatology and wound healing for
approximately 15 percent, CNS for approximately 15 percent and the remaining
part will be used for other areas and operating cost.
Karolinska Development in brief
Karolinska Development, through its portfolio companies, develops and
commercializes innovative pharmaceuticals with great market potential for the
treatment of diseases where treatment is currently lacking or where there is a
need for more effective methods. Through an agreement with Karolinska Institutet
Innovations AB ("KIAB"), Karolinska Development has a preferential right to
invest in a large flow of pharmaceutical innovations. The agreement with KIAB,
along with other cooperation agreements with leading Nordic universities are
expected to provide Karolinska Development with a greater flow of commercial
start-up possibilities within the pharmaceutical area compared to any other
Nordic market player.
Since its inception in 2003, Karolinska Development has, through KIAB, evaluated
over 1,200 early-stage development projects from Karolinska Institutet and other
leading Nordic universities, which has resulted in a company portfolio including
approximately 40 projects. Karolinska Development's portfolio is strong within
the areas of cancer, dermatology and wound healing, inflammation, cardiovascular
diseases, women's health and diseases that affect the central nervous system.
The portfolio currently includes twelve projects in clinical phase - including
six in Phase II - with more than 20 compounds deemed to have first in class
potential.
Karolinska Development intends to focus on the projects that the company
currently deems most likely to reach commercialization in the next three years.
Vision and business concept
Karolinska Development's vision is to create the next generation pharmaceutical
company. The business concept is to create value for investors, patients, and
researchers by developing innovations from world-leading research into products
that can be sold or licensed with high returns.
Business model
Karolinska Development's business model comprises three main steps:
* Select - the most commercially attractive innovations are selected through a
well-structured screening process
* Develop - products are cost efficiently developed to the point where the
highest return on investment can be realized
* Commercialize - products are commercialized through the sale of companies or
out-licensing of projects, resulting in cash payments, milestone payments
and royalty income.
The portfolio
Karolinska Development's portfolio of investments currently comprises
approximately 40 projects. Among the pharmaceutical development projects, 28
projects have reached lead-optimization phase or further. Twelve projects are in
clinical phase, including six that have reached Phase II. In addition to the
pharmaceutical development projects, the portfolio also includes nine technology
platforms or medical devices. Karolinska Development owns 29 portfolio
companies, of which 24 are active investments in which Karolinska Development
has an active ownership role. The other five are considered to be passive
financial investments.
The offer in brief
In order to secure the resources necessary for Karolinska Development's
continued development, the Board of Directors of Karolinska Development has
decided to broaden the shareholder base through a new issue of shares of series
B with deviation from the existing shareholders' preferential rights.
Furthermore, the Board of Directors of Karolinska Development has applied for a
listing of Karolinska Development's shares of series B on NASDAQ OMX Stockholm.
The subscription price per share is determined through a form of book-building
procedure and is expected to be set in the range of SEK 37-42. The subscription
price in the offering to the general public will not exceed SEK 42 per share of
series B. The final subscription price will be announced on or around April
15, 2011.
The Board of Directors of Karolinska Development has thus decided to submit this
offering to the public in Sweden and to certain institutional investors, in and
outside of Sweden, to subscribe for shares of series B in the company (the
"Offering"). The Board of Directors intends to carry out the Offering by
resolving on a new issue of not more than 11,400,000 shares of series B, by
virtue of authorization from the extraordinary shareholders' meeting on December
21, 2010. Subject to the Offering being fully subscribed, the Offering will
amount to between SEK 422 million and SEK 479 million, before deduction of issue
costs.
Karolinska Development may, if the demand is high, issue a maximum of 3,800,000
additional shares of series B (the "Enlargement option"). The Offering would
therefore, if the Enlargement option is fully exercised, comprise a maximum of
15,200,000 shares of series B. In the event that the Enlargement option is fully
exercised, but not the Over-allotment option, the Offering will provide
Karolinska Development with additional capital of not more than SEK 160 million.
In addition, Karolinska Development will undertake towards SEB Enskilda,
irrespective of whether the Enlargement option is exercised, at the request of
SEB Enskilda, to expand the Offering with not more than 1,710,000 additional
shares of series B, to cover possible over-allotment in connection with the
Offering (the "Over-allotment option"). In the event that the Over-allotment
option is fully exercised, but not the Enlargement option, the Offering
comprises a maximum of 13,110,000 shares of series B. In the event that the
Over-allotment option is fully exercised, but not the Enlargement option, the
Offering will provide Karolinska Development with additional capital of not more
than SEK 72 million. In the event that both the Enlargement option and the Over-
allotment option are fully exercised the Offering comprises a maximum of
16,910,000 shares of series B and the total value of the Offering amounts to
between SEK 626 million and SEK 710 million, before deduction of issue costs.
Karolinska Development's major shareholder, as of February 4, 2011, is
Karolinska Institutet Holding AB ("KIHAB") which holds 1,503,098 shares of
series A with ten votes each and 2,453,933 shares of series B with one vote
each, which corresponds to approximately 11.87 percent of the share capital and
approximately 37.31 percent of the votes in the company. Other major
shareholders include The Third Swedish National Pension Fund (10.82 percent of
the share capital), Östersjöstiftelsen (9.29 percent of the share capital) and
Näsudden Investeringar (5.19 percent of the share capital).
Karolinska Development's financial advisors in connection with the Offering are
SEB Enskilda ("lead manager"), DnB NOR Markets ("co-lead manager"), EFG Bank
("co-lead manager"), Kempen ("co-lead manager") and Singer Capital Markets ("co-
lead manager").
Prospectus
Prospectus and application form can be obtained from any of SEB's and EFG's
offices and from Karolinska Development. Prospectus and application form are
also available on Karolinska Development's website
(www.karolinskadevelopment.com) and SEB's website (www.seb.se/prospekt).
Time plan
Publication of prospectus: 8.00 AM, March 28, 2011
Subscription period for the public: March 30-April 13, 2011
Announcement of subscription price: April 15, 2011
Expected first day of trading in the share: April 15, 2011
For further information, please contact:
Hans Wigzell, Chairman of the Board
Phone +46 70-576 05 39, e-mail: hans.wigzell(at)ki.se
Torbjörn Bjerke, CEO
Phone +46 727-44 41 23, e-mail: torbjorn.bjerke(at)karolinskadevelopment.com
Benjamin Nordin, IR Director
Phone +46 730-93 60 80, e-mail: benjamin.nordin(at)karolinskadevelopment.com
IMPORTANT NOTICE
This press release does not constitute an offer for sale of securities of
Karolinska Development AB (publ) (the "Securities" and the "Company",
respectively) in the United States, Canada, Australia or Japan. The Securities
have not been and will not be registered under the U.S. Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration thereunder. The
Company is not registered under the U.S. Investment Company Act of 1940, as
amended, and recipients of this release will not be afforded the protections of
that Act.
No communication or information related to the Securities may be disseminated to
the public in jurisdictions other than Sweden where prior registration or
approval is required for that purpose. No steps have been taken or will be taken
relating to the offering of Securities outside of Sweden in any jurisdiction in
which such steps would be required.
The subscription for or purchase of Securities are subject to specific legal or
regulatory restrictions in certain jurisdictions. The Company assumes no
responsibility in the event there is a violation by any person of such
restrictions.
This document does not constitute an offering circular or prospectus in
connection with an offering of Securities. Investors must neither accept any
offer for, nor acquire, any Securities to which this document refers, unless
they do so on the basis of the information contained in the applicable
prospectus published or offering circular distributed by the Company. This
document does not constitute an offer to sell, or th solicitation of an offer to
buy or subscribe for, any Securities and cannot be relied on for any investment
contract or decision.
This document has not been approved by any regulatory authority. This document
is an advertisement and not a prospectus and investor should not subscribe for
or purchase any Securities referred to in this document except on the basis of
information provided in the prospectus to be published by the Company on its
website in due course.
The Company has not authorized any offer to the public of Securities in any
Member State of the European Economic Area other than Sweden. With respect to
each Member State of the European Economic Area other than Sweden and which has
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of Securities requiring a publication of a prospectus in any Relevant Member
State. As a result, the Securities may only be offered in Relevant Member
States:
(a) to legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose corporate purpose
is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1) an
average of at least 250 employees during the last financial year; (2) a total
balance sheet of more than ? 43 million and (3) an annual net turnover of more
than ? 50 million, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances, not requiring the Company to publish a
prospectus as provide under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an "offer to the public of Securities"
in any Relevant Member State means the communication in any
form and by any means of sufficient information on the terms of the offer and
the Securities to be offered so as to enable an investor to decide to purchase
any Securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
In the United Kingdom, this communication is directed solely at persons (i) who
have professional experience in matters relating to investments and who fall
within the meaning of Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), or (ii) who
are high net worth entities and other persons to whom such communication may
otherwise lawfully be made falling within Article 49(2)(A) to (D) of the Order
(all such persons together being referred to as "Relevant Persons"). This
communication must not be acted on or relied on in the United Kingdom by persons
who are not Relevant Persons. In the United Kingdom, any investment or
investment activity to which this communication relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
The Securities are not being offered or sold or acquired in Canada, Australia or
Japan.
Read Press release as PDF:
http://hugin.info/143071/R/1500615/435996.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Karolinska Development AB (publ) via Thomson Reuters ONE
[HUG#1500615]
Unternehmensinformation / Kurzprofil:
Datum: 27.03.2011 - 22:00 Uhr
Sprache: Deutsch
News-ID 52833
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