Magle Group will not complete the public offer to the shareholders of Amniotics
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders should refer to the offer restrictions included in the section titled "Important notice" at the end of this announcement and in the tender offer document published on 5 April 2024.
On 22 March 2024, Magle Chemoswed Holding AB ("Magle" or "Magle Group") (STO: MAGLE), a leading Contract Development and Manufacturing Organization (CDMO) in the life science sector, announced a recommended public offer to the shareholders of Amniotics AB ("Amniotics") (STO: AMNIOTICS) to tender all their shares to Magle Group for SEK 0.004 in cash per share (the "Offer"). On 7 May 2024, it was announced that Magle Group had decided to extend the acceptance period until 17 May 2024. At the expiration of the acceptance period on 17 May 2024, the Offer had been accepted by shareholders representing 1,724,941,636 shares, corresponding to approximately 63.1 per cent of all outstanding shares and votes in Amniotics. The Offer is conditional upon the Offer being accepted to such extent that Magle Group becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Amniotics (calculated before as well as on a fully diluted basis), which has not been satisfied. Magle Group hereby announces that it has resolved that it will not waive the minimum acceptance condition. Accordingly, the Offer will not be completed, and shareholders in Amniotics who have accepted the Offer are hereby released from their obligations under the Offer.
All blocking of Amniotics shares tendered in the Offer will be released.
Hans Henrik Lidgard, who controls approximately 73.96 per cent of the shares and votes in Magle Group and therefore should be regarded as a related party to Magle Group, has since 17 May 2024 acquired a total of 6,819,573 shares in Amniotics in the market, corresponding to approximately 0.25 per cent of the total number of outstanding shares and votes in Amniotics. The shares were acquired at a price of SEK 0.0038 per share. Thus, Hans Henrik Lidgard holds 7,836,899 shares in Amniotics, corresponding to approximately 0.29 per cent of the shares and votes in Amniotics. Save for Hans Henrik Lidgard's said shareholding, neither Magle Group nor any closely related companies or closely related parties own any shares or financial instruments in Amniotics that give financial exposure to Amniotics' shares at the time of this announcement.
For other enquiries, please contact:
Justin Pierce, CEO
Email: justin.pierce@maglechemoswed.com
Telephone: +46 (0)70 593 58 21
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
About Us
The Magle Group aims to establish itself as a leader in high-quality life-changing healthcare innovations to meet medical needs through scientific excellence. The Magle Group is founded on strategic acquisitions aimed at driving growth and diversifying risk. Today, the Group includes two operational areas. Magle Chemoswed – a contract development and manufacturing organization (CDMO) with a strong reputation for its high-quality development and manufacturing expertise and Magle PharmaCept – an established sales and marketing company for development and direct sales of the Groups medical technology products. Learn more on www.maglechemoswed.com and https://maglegroup.com/ and www.maglepharmacept.com
Vator Securities is the Company's certified adviser on Nasdaq First North Growth Market and can be reached at ca@vatorsec.se or +46 (0)8-580 065 99.
Important notice
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States, or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, or the United States must not forward this press release or any other document received in connection with the Offer to such persons.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised" person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Magle Chemoswed and Amniotics. Any such forward-looking statements speak only as of the date on which they are made and Magle Chemoswed has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. The reader should, however, consult any additional disclosures that Magle Chemoswed or Amniotics have made or may make.