NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, JAPAN OR HONG KONG OR IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Medivir announces prospectus for the rights offering Medivir AB (publ) hereby announces the publication of the prospectus for the rights offering. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority. On 28 March 2010, the Board of Directors of Medivir AB (publ) (”Medivir” or the “Company”) resolved to, subject to approval by the Annual General Meeting, carry out a rights offering. On the Annual General Meeting on 29 April 2010, it was resolved to approve the resolution by the Board of Directors. Assuming full subscription in the rights offering, the total proceeds will amount to approximately SEK 325 million before transaction costs. The Board of Directors of Medivir has prepared a prospectus regarding the rights offering, the Swedish language version of which has been approved and registered by the Swedish Financial Supervisory Authority today, 30 April 2010. All shareholders with share holdings directly registered in Euroclear Sweden AB (”Euroclear”) on the record date 4 May 2010 will receive a prospectus, a pre-printed issue account statement and an application form by post on or about 7 May 2010 to the address registered in Euroclear. Shareholders whose holdings of shares are registered with a nominee bank or other nominee will receive information and instructions directly from their bank or nominee. The prospectus will be available on Medivir's website www.medivir.se and on Carnegie's website www.carnegie.se. The printed prospectus will also be available at Medivir's offices at Lunastigen 7, in Huddinge, Sweden after 7 May 2010, and can be ordered by e-mail info@medivir.se. The subscription rights will be traded on NASDAQ OMX Stockholm during the period 6 May 2010-25 May 2010. Paid and subscribed shares (“BTA”) will be traded on NASDAQ OMX Stockholm during the period 6 May 2010-31 May 2010. Subscription for shares shall be effected through payment during the period 6 May 2010-28 May 2010. After expiration of the subscription period, remaining subscription rights will be void and without value. Application for subscription without preferential right shall be made on a separate subscription form. The application forms must be received by Carnegie, Transaction Support, on 28 May 2010, at the latest. See the prospectus for further information. Alecta, Carnegie Global Healthcare Fund, Carnegie Fund - Medical Sub-Fund, Carnegie Fund II - Biotechnology Sub-Fund and the Third National Swedish Pension Fund, among others, have undertaken to subscribe for their respective pro rata share in the rights offering, corresponding to approximately 16.8 percent of the rights offering. In addition to the undertakings mentioned above, Länsförsäkringar, DNB NOR Asset Management and Carlsson Fonder, among others, representing approximately in aggregate 18.8 percent of the total number of shares in the Company have stated that they are supportive of the rights offering and intend to subscribe for their respective pro rata share. The Third Swedish National Pension Fund has undertaken to underwrite an amount corresponding to approximately 6.8 percent of the rights offering. This brings the total amount of the rights offering covered by subscription undertakings, declarations of intent and underwriting undertakings by existing shareholders to approximately 42.5 percent. In addition, Volati Ltd has committed to underwrite an amount corresponding to approximately 14.7 percent of the rights offering. The remaining portion of the rights offering is, subject to customary terms and conditions, underwritten by Carnegie and Jefferies, the Joint Bookrunners in the rights offering. For additional information, please contact Ron Long, CEO, +46 (0) 8-5468 3100 Rein Piir, CFO & VP Investor Relations, +46 (0)8-5468 3123 or +46 708 537 292. For more information about the Company, please visit www.medivir.se The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 13.00 (CET) on 30 April 2010. IMPORTANT INFORMATION This press release is not an offer for subscription for shares in Medivir. A prospectus relating to the rights offering referred to in this press release and the subsequent listing of the new class B shares at NASDAQ OMX Stockholm will be filed with the Swedish Financial Supervisory Authority. After approval and registration of the prospectus by the Swedish Financial Supervisory Authority, the prospectus will be published and made available on inter alia Medivir's website. The distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase, any securities of Medivir in any jurisdiction. 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. Medivir does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Canada, Australia, Singapore, South Africa, Japan or Hong Kong. Carnegie Investment Bank AB and Jefferies International Limited which is authorized and regulated in the United Kingdom by the Financial Services Authority (the ”Joint Bookrunners”) are acting exclusively for Medivir and no one else in connection with the rights offering. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the rights offering and will not be responsible to anyone other than Medivir for providing the protections afforded to their respective clients nor for giving advice in relation to the rights offering or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by each of the Joint Bookrunners as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of the Joint Bookrunners assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this release or any such statement. This press release contains "forward-looking statements”, which are statements related to future events. In this context, forward-looking statements often address Medivir's expected future business and financial performance, and often contain words such as "expect, "anticipate, "intend, "plan, "believe”, "seek, or "will”. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause Medivir's actual future results to be materially different than those expressed in its forward-looking statements. Medivir does not undertake to update its forward-looking statements. Medivir has not authorized any offer to the public of shares or rights 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 to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result, the shares or rights 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 EUR 43 million and (3) an annual net turnover of more than EUR 50 million, as shown in its last annual or consolidated accounts; or (c) in any other circumstances, not requiring Medivir 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 shares or rights” 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 shares and rights 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.
Medivir announces prospectus for the rights offering
| Source: Medivir AB