Alcadon announced earlier today that the Company has entered into an agreement to acquire Wood Communications, where the Company intends to partly finance the acquisition with the proceeds from the Directed New Share Issue. The board of directors of Alcadon has, pursuant to the authorization granted by the annual general meeting held on 28 April 2023, and as communicated in the Company’s press release earlier today, resolved on and carried out the Directed New Share Issue of 2,054,795 shares, which were subscribed by, among others, some of the larger existing shareholders of the Company, AP2, Cicero Fonder, Consensus Småbolag, Norron Fonder, Spiltan Invest, and Swedbank Robur, as well as other institutional investors.

The subscription price for the shares in the Directed New Share Issue was set to SEK 36.50 and has been determined through an accelerated bookbuilding procedure carried out by the Company’s financial advisor SEB. The board of directors therefore believes that the subscription price reflects current market conditions and demand. The subscription price per share in the Directed New Share Issue corresponds to a discount of approximately 5.3 per cent in relation to the closing price on 6 March 2024 and a discount of approximately 4.0 per cent in relation to the volume weighted average price on 6 March 2024.Through the Directed New Share Issue, Alcadon will receive SEK 75 million before deduction of transaction costs.

The rationale for carrying out the Directed New Share Issue is to partly finance the acquisition of Wood Communications, as was announced in a separate press release earlier today. In addition, the Directed New Share Issue will broaden the shareholder base, which the board of directors believes would strengthen the liquidity of the shares and be beneficial to the Company. A prerequisite for the acquisition of Wood Communications is that the Company secures sufficient financing through a capital injection. The Company has considered the possibility to raise the required equity through a rights issue for existing shareholders but concluded it would have been significantly more time- and cost-consuming to implement, and thus would entailed increased market risk exposure compared to the Directed New Share Issue. Furthermore, a rights issue would not have been feasible given the fact that the acquisition of Wood Communications is expected to be completed on or around 2 April 2024. Considering the above, the board of directors has made the assessment that the Directed New Share Issue with deviation from the shareholders’ preferential rights will be the most favourable alternative for Alcadon and in the best interest of the Company and all shareholders.

The Directed New Share Issue entails a dilution of 8.6 per cent of the share capital and total number of shares and votes in the Company (i.e. the new shares in the Directed New Share Issue will represent 8.6 per cent of the share capital and total number of shares and votes in the Company following the Directed New Share Issue). Through the Directed New Share Issue, the number of outstanding shares and votes will increase by 2,054,795, from 21,722,570 to 23,777,365. The share capital will increase by SEK 99,291.74 from SEK 1,049,677.36 to SEK 1,148,969.10.

In connection with the Directed New Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares (with the exception of the shares intended to be issued to Keith Mahony and Derek Finlay as part of the purchase price for the acquisition of Wood Communications) for a period of 180 calendar days after the delivery of the new shares to investors in the Directed New Share Issue. Board members and senior executives, including the CEO and the CFO, have undertaken not to sell any shares in Alcadon for a period of 90 calendar days after the delivery of the new shares to investors in the Directed New Share Issue, subject to customary exceptions.

Advisors
SEB Corporate Finance act as Sole Bookrunner and KANTER Advokatbyrå is legal advisor in connection with the Directed New Share Issue.

 
IMPORTANT INFORMATION
Publication, announcement, or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.

This press release is not a prospectus for the purposes of Regulation (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed New Share Issue. In any EEA member state, this communication is only addressed to and is only directed at “qualified investors” in that member state within the meaning of the Prospectus Regulation.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, Singapore, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to acquire or subscribe for shares in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by SEB as Sole Bookrunner. SEB is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction, or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation concerning any investor’s decision regarding the Directed New Share Issue. Each investor or potential investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company’s website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertakes to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the current shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed New Share Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.