Transmode intends to list on NASDAQ OMX Stockholm
(Thomson Reuters ONE) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
STOCKHOLM - May 16, 2011. The Board of Directors of Transmode (the "Company")
and its significant selling shareholders have decided to diversify the ownership
of Transmode's shares through the sale of existing shares (the "Offering"). In
connection therewith, the Board of Directors has applied for listing of the
Company's shares on NASDAQ OMX Stockholm. The Offering consists of an offering
to the public in Sweden and an offering to institutional investors in Sweden and
internationally.
Transmode is a provider of networking solutions which enable fixed line and
mobile network operators to cost effectively address the increasing capacity
needs created by the rapid growth in video and data traffic. The Company's
solutions serve as important building blocks in next-generation high speed
optical networks that support services such as broadband backhaul, mobile data
backhaul, video and cloud computing. Transmode focuses on providing solutions to
customers in the metro networks segment, utilizing WDM technology and technology
for packet optical transport. Customers include large tier 1 and incumbent
operators (e.g. Telenor), mobile operators (e.g. 3 Scandinavia), cable TV
operators/multiservice operators (e.g. Virgin Media), other alternative
operators and enterprises (e.g. OMX). To date, Transmode has completed over
20,000 deployments of the Company's products globally, for more than 300
different customers.
Karl Thedéen, CEO, comments:
"Since 2000 Transmode has grown to become one of largest vendors of telecoms
equipment in Sweden. Over the past four years the company has almost doubled its
revenues to SEK 699 million in 2010. We have generated profitable growth and in
2010 we delivered to customers in 38 countries. A listing of the Company's
shares is a logical and important step in Transmode's development, and will help
support our global expansion and further increase awareness for the Company. We
stand ready to continue our strong expansion and will be pleased to do so as a
listed company."
The Offering in brief:
* The Offering consists of a public offering in Sweden and an offering to
institutional investors in Sweden and internationally.
* The offering price is expected to be between SEK 47 and SEK 57 per share
(the "Offering Price"). The Offering Price in the public offering in Sweden
will not exceed SEK 57 per share. Based on Transmode's entire share capital
comprising 26,940,646 shares[1], the Offering implies a total market
capitalization of the Company of between SEK 1,266 million and SEK 1,536
million.
* A total of 7,611,724 shares are being offered pursuant to the Offering
representing approximately 28.3% of the shares[1] of the Company. All shares
are being offered by selling shareholders. The Company will not sell any
shares in the Offering. Should there be sufficient demand, the number of
shares sold in the Offering may be increased by up to 3,454,918 shares (the
"Upsize").
* In addition, certain of the selling shareholders will grant Handelsbanken
Capital Markets acting on behalf of the Joint Global Coordinators and Joint
Bookrunners, an option to increase the Offering by up to an additional
953,823 (if no Upsize) to 1,384,573 (with full Upsize) shares (up to 12.5%
of the Offering), to cover possible over-allotment in connection with the
Offering (the "Over-allotment Option").
* If all offered shares are sold in the Offering, including the Upsize, and
the Over-allotment Option is exercised in full, the number of shares sold
will be 12,451,205, representing 46.2% of the shares of the Company[1].
* The acceptance period for the public offering in Sweden is 17 - 25 May
2011.
* The final Offering Price is expected to be announced on 27 May 2011 and
trading in Transmode's shares on NASDAQ OMX Stockholm is expected to
commence on 27 May 2011 under the trading symbol "TRMO".
* Carnegie Investment Bank, Handelsbanken Capital Markets and UBS Investment
Bank are acting as Joint Global Coordinators and Joint Bookrunners. Ondra
Partners is acting as financial advisor to the Company and the selling
shareholders.
Background in the offering
Transmode is a provider of networking solutions which are designed to enable
fixed line and mobile network operations to cost effectively address the
increasing capacity constraints created by the rapid growth in video and data
traffic. The Company was formed in 2005 through a merger between Transmode
Systems AB and Lumentis AB which were both founded in 2000. The merger was
driven by the aim of combining Transmode System AB's expertise in coarse WDM
(CWDM) technology for smaller networks and Lumentis AB's expertise in dense WDM
(DWDM) technology for larger networks. The combined business could thus offer a
broader portfolio of optical networking solutions to a more diverse customer
base.
Following the merger, Transmode expanded and developed its WDM focused product
portfolio, generating sales growth through direct and indirect sales, expanding
geographically and pursuing repeat business from existing customers. Transmode
has been successful in attracting new customers and has a strong repeat order
rate, which the Company believes is due to high customer satisfaction.
Transmode's geographical expansion has both increased and broadened its customer
base and Transmode now has a growing presence in the Americas and Asia-Pacific,
in addition to Europe, Middle East and Africa. The sales strategy of using both
direct sales and channel partners has provided Transmode access to new markets
swiftly with controlled entry costs to help control risk.
Transmode has demonstrated strong financial performance over the last three
years and in the three months ended 31 March 2011. Transmode had revenues of SEK
607.1 million, SEK 570.1 million, SEK 699.3 million, and SEK 181.1 million and
an adjusted operating margin[2] of 17.6%, 11.3%, 15.5% and 9.1% in
2008, 2009, 2010, and in the three months ended 31 March 2011, respectively.
Transmode's net profit after tax was SEK 73.3 million, SEK 44.3 million, SEK
81.4 million and SEK 6.4 million in 2008, 2009, 2010 and in the three months
ended 31 March 2011, respectively (before adjustments for expenses related to
the Offering of SEK 8.3 million in the three months ended 31 March 2011).
Transmode's Board of Directors and its significant selling shareholders believe
that this is an appropriate time to enhance Transmode's profile by having its
shares admitted to trading on NASDAQ OMX Stockholm. The Offering also provides
Transmode with the opportunity to use the Swedish and international capital
markets to diversify its funding sources and allows the selling shareholders to
sell a portion of their current shareholdings. The selling shareholders will
agree, subject to certain exceptions, not to dispose of their remaining shares
for a period of 180 days after the first day of trading of the shares on NASDAQ
OMX Stockholm[3].
Transmode in brief
Transmode is a provider of networking solutions which enable fixed line and
mobile network operators to cost effectively address the increasing capacity
needs created by the rapid growth in video and data traffic. The Company's
solutions serve as important building blocks in next-generation high speed
optical networks that support services such as broadband backhaul, mobile data
backhaul, video and cloud computing. Transmode's solutions are based on
technologies for wavelength multiplexing (Wavelength Division Multiplexing or
"WDM") and packet optical transport, and are designed to increase the capacity,
flexibility and functionality of optical metro core and metro access networks.
WDM technology enables transmission of large amounts of data over existing
optical fiber, allowing network operators to increase capacity without needing
to deploy additional optical fiber. The technology of packet optical transport
combines the benefits of flexibility of packet based data transport (Ethernet),
such as the ability to direct traffic and prioritize transmission of time
critical data, with the greater bandwidth and cost benefits of optical transport
(WDM).
About the Offering
The Offering Price will be determined through a book-building process and is
expected to be set within the range of SEK 47 - 57 per share. The Offering Price
in the offering to the public in Sweden will not exceed SEK 57 per share. The
final Offering Price is expected to be announced by the Company on or about 27
May 2011.
The selling shareholders have resolved to offer 7,611,724 existing shares in the
Offering, which corresponds to 28.3% of the shares and the votes in the
Company[1] assuming no Upsize and no exercise of the Over-allotment Option.
The total number of shares offered by the significant selling shareholders may
be increased (the "Upsize"). However, the selling shareholders will not sell
more than up to 11,066,642 shares in the Offering, representing 41.1% of the
total number of shares[1] assuming the Over-allotment Option is not exercised.
Certain of the selling shareholders will grant an option to the Joint Global
Coordinators and Joint Bookrunners, exercisable on one or more occasions in
whole or in part by Handelsbanken Capital Markets, acting as Stabilization
Manager on behalf of the Joint Global Coordinators and Joint Bookrunners, for
30 days following the first day of trading of the shares on the NASDAQ OMX
Stockholm, to purchase an additional number of shares of up to 12.5% of the
actual number of shares to be sold by the selling shareholders in the Offering
at the Offering Price to cover potential over-allotments or other short
positions in connection with the offering (the "Over-allotment Option").
Transmode will not receive any proceeds from the Offering.
The prospectus
Prospectus (in Swedish) and application form can be obtained at any of
Handelsbankens's offices and can be ordered from Transmode. The prospectus and
application form (in Swedish) are also available on Transmode's website
(www.transmode.com) , Handelsbanken's website
(www.handelsbanken.se/investmentoffer) and Carnegie's website (www.carnegie.se)
for use by potential investors in Sweden.
Timetable
Publication of prospectus: 16 May 2011
Application period for the public offering in Sweden: 17-25 May 2011
Application period for institutional investors: 16-26 May 2011
Expected day of announcement of final Offer Price: 27 May 2011
Expected first day of trading in the share: 27 May 2011
For further information, please visit www.transmode.com or contact:
Ola Elmeland
Vice President Marketing & Communications
Telephone: +46 8 506 882 71
Email:ola.elmeland(at)transmode.com
Important notice
The information in this announcement is required to be disclosed by Transmode
Holding AB (publ) ("Transmode" or the "Company") under the Swedish Securities
Markets Act (Sw. lag om värdepappersmarknaden). This information was released
for publication at 8:00 AM CET on 16 May 2011.
The contents of this announcement have been prepared by and are the sole
responsibility of Transmode. Carnegie Investment Bank AB (publ), Handelsbanken
Capital Markets (a division of Svenska Handelsbanken AB (publ)) and UBS Limited
are acting exclusively for Transmode and no one else. Carnegie Investment Bank
AB (publ), Handelsbanken Capital Markets (a division of Svenska Handelsbanken AB
(publ)) and UBS Limited will not be responsible to anyone other than Transmode
for providing the protections afforded to their respective clients, or for
advice in relation to the Offering, the contents of this announcement or any of
the matters referred to herein.
The distribution of this announcement and other information in connection with
the Offering may be restricted by law in certain jurisdictions. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions. This
announcement may not be used for, or in connection with, and does not
constitute, any offer to sell, or an invitation to purchase, any securities.
These materials are not an offer for sale of the securities in the United
States. The securities have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act. There will be no public offer of the
securities in the United States. These materials are not for release,
publication or distribution directly or indirectly, in whole or in part, in the
United States, Canada, Australia or Japan, or any other jurisdiction where to do
so might constitute a violation of, or require further registration or documents
in accordance with, the relevant laws or regulations of such jurisdiction.
All investment is subject to risk. The value of the Transmode shares may go down
as well as up. Past performance is no guarantee of future returns. Potential
investors are advised to seek expert financial advice before making any
investment decision.
This announcement contains forward-looking statements, including statements
about Transmode's beliefs and expectations. These statements are based on
Transmode's current plans, estimates and projections, as well as its
expectations of external conditions and events. Forward-looking statements
involve inherent risks and uncertainties and speak only as of the date they are
made. Transmode undertakes no duty to and will not necessarily update any of
them in light of new information or future events, except to the extent required
by applicable law. A number of important factors could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements. These factors include, but are not limited to those discussed under
"Risk Factors" in the prospectus expected to be made generally available in
connection with the listing of the Transmode shares
[1] Assuming conversion of all preference shares into ordinary shares and the
exercise of all warrants for which instructions to exercise have been received
in connection with the Offering.
[2] Adjusted for SEK 0.8 million and SEK 8.3 million of expenses related to the
Offering in 2010 and in the three months ended 31 March 2011, and SEK 7.3
million and SEK 1.7 million of expenses in 2009 and 2008, respectively, relating
to previously capitalized expenditures incurred in 2007 in connection with the
potential listing of the Company's shares on NASDAQ OMX Stockholm in 2007.
[3]Certain senior executives will be able to exercise outstanding warrants in
connection with the Offering and to sell shares (including shares resulting from
the exercise of their warrants) in the Offering. All of the Company's senior
executives will agree, subject to certain exceptions, not to dispose of any
shares held by them upon completion of the Offering for a period of 360 days
after the first day of trading of the shares on NASDAQ OMX Stockholm.
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: Transmode via Thomson Reuters ONE
[HUG#1515996]
Unternehmensinformation / Kurzprofil:
Datum: 16.05.2011 - 08:00 Uhr
Sprache: Deutsch
News-ID 54676
Anzahl Zeichen: 17589
contact information:
Town:
Stockholm
Kategorie:
Business News
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