NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, HONG KONG OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
Ambu A/S (“Ambu” or the “Company”) intends to raise approximately 5% of Ambu’s total B shares outstanding through an offering of new B shares and existing treasury B shares (together the “Shares”) to be completed through an accelerated bookbuilding offering (the “Offering”) in a private placement directed at institutional and professional investors in Denmark and certain other jurisdictions.
With reference to company announcement no. 5 in relation to the Company’s Capital Markets Day on 21 March 2023, the board of directors of Ambu (the “Board”) has resolved to initiate an offering, which is expected to represent approximately 5% of Ambu’s total B shares outstanding corresponding to approximately 11.2m shares. The transaction will consist of 250,000 existing treasury B shares and new B shares for the remainder of the Offering.
BACKGROUND FOR THE OFFERING
With its new ZOOM IN strategy, launched in November 2022, Ambu kickstarted a transformation towards sustainable profitable growth, which builds on innovative solutions and focused execution. Driven by its leading product portfolio of innovative solutions across all major endoscopy segments, the company is well-positioned to address substantial unmet customer needs and is well under way to reach important milestones in 2022/23.
To reduce its financial leverage and ensure an appropriate level of operational flexibility to deliver on its long-term financial targets, Ambu now intends to raise capital in an offering of existing treasury B shares and new B shares through an accelerated bookbuilding process. The proceeds will be used for general corporate purposes, including repayment of debt. The transaction will allow Ambu to reduce its financial leverage to be within its communicated long-term target NIBD/EBITDA ratio of less than 2.5x, providing ample buffer in an environment with increased geopolitical and economic uncertainty.
THE OFFERING
The Offering will be made pursuant to applicable exemptions from the obligation to publish a prospectus as a directed issue and private placement to eligible institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for Ambu's existing shareholders. The Offering is not underwritten.
Books will open immediately and can close at any time. The offer price will be determined after the close of the accelerated bookbuilding process. The final pricing and number of the Shares are expected to be announced as soon as practically possible thereafter.
Ambu and the members of its Board and management have in connection with the Offering, agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering (subject to certain exceptions).
NEW SHARES
The Board of Ambu will, if the Offering is completed, exercise its authorisation to issue the new B shares in Article 9e(2) in Ambu’s Articles of Association pursuant to which the Board is authorised to make share capital increases without pre-emption rights for the existing shareholders at a price not lower than market price.
The new B shares will, if issued, rank pari passu in all respects with existing B shares in Ambu. The new B shares will be negotiable instruments, and no restrictions will apply to their transferability. No B shares, including the new B shares, carry or will carry any special rights. Rights conferred by the new B shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The new B shares must be registered in the name of the holder in the Company’s register of shareholders.
The new B shares will, if issued, be issued under the temporary ISIN code DK0062271128. No application for admission to trading and official listing has been, or will be, filed for the new B shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S (“Euronext Securities”) for subscription for the new B shares. The temporary ISIN code in Euronext Securities will be merged with the permanent ISIN code for the existing B shares, DK0060946788, as soon as possible following registration of the share capital increase with the Danish Business Authority. The new B shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S, in the ISIN code for the existing B shares DK0060946788, on or around 29 March 2023.
The admission to trading and official listing of the new B shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.
TREASURY SHARES
Ambu currently owns a total of 3,280,217 treasury B shares, corresponding to 1.3% of Ambu’s total issued and registered share capital and 1.5% of Ambu’s issued and registered B share capital. Ambu contemplates selling 250,000 treasury B shares in the Offering. The treasury B shares offered for sale have been acquired under previous share buybacks.
The treasury B shares will be sold without any pre-emption rights for existing shareholders and new owners of any treasury B share will be recorded in Ambu’s share register. The B shares of Ambu are issued in dematerialised form through Euronext Securities.
SETTLEMENT
The Offering will be settled through Euronext Securities by way of book entry against cash payment.
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
Danske Bank A/S, J.P. Morgan SE and Nordea Danmark, filial af Nordea Bank Abp, Finland are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
Plesner and Freshfields Bruckhaus Deringer are acting as Danish and U.S. legal advisors, respectively, to Ambu for the Offering. Bech-Bruun is acting as legal advisor to the Joint Global Coordinators.
EXPECTED TIMETABLE FOR THE OFFERING
| Date | Event | |
| Expected Thursday 23 March 2023 | Launch | |
| Expected Thursday 23 March 2023 | Announcement of the results of the Offering | |
| Expected Friday 24 March 2023 | Trade Date and Allocations | |
| Expected Tuesday 28 March 2023 | Settlement and payment against delivery of the Shares. The Shares will be delivered in the temporary ISIN code | |
| Expected Tuesday 28 March 2023 | Registration of the capital increase with the Danish Business Authority | |
| Expected Wednesday 29 March 2023 | Admission to trading and official listing of the Shares on Nasdaq Copenhagen A/S | |
| Expected Thursday 30 March 2023 | Temporary ISIN code in Euronext is merged with permanent ISIN code |
Ambu A/S, Baltorpbakken 13
2750 Ballerup
Denmark
Tel. +45 7225 2000
CVR no.: 63 64 49 19
www.Ambu.com
CONTACT
Investors
Nicolai Thomsen
Director, Investor Relations & Strategic Finance
nith@ambu.com
+45 2620 8047
Media
Tine Bjørn Schmidt
Head of Corporate Communications
tisc@ambu.com
+45 2264 0697
ABOUT AMBU
Since 1937, Ambu has been rethinking solutions, together with healthcare professionals, to save lives and improve patient care. Today, millions of patients and healthcare professionals worldwide depend on the efficiency, safety and performance of our single-use endoscopy, anaesthesia and patient monitoring solutions. Headquartered near Copenhagen in Denmark, Ambu employs around 4,500 people in Europe, North America, Latin America and Asia Pacific. For more information visit: www.ambu.com.
DISCLAIMER
This company announcement contains forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties, in particular this announcement should not be construed as a confirmation neither that the Offering will complete, nor of the deal size or the price. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company. Actual future results and trends may differ materially due to a variety of factors, including, among others, economic and business cycles, the terms and conditions of the Company’s financing arrangements, foreign currency rate fluctuations, competition in the Company’s principal markets, acquisitions or disposals of businesses or assets, and trends in the Company’s principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company, its directors and the Joint Global Coordinators each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.
This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance.
This announcement has been prepared for the purposes of complying with applicable law and regulation in Denmark and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside Denmark.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Canada, Japan, South Africa, Hong Kong or Australia, except as permitted by applicable law, or any other jurisdiction in which such publication or distribution is unlawful.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan, South Africa, Hong Kong, Australia or any other jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). Any failure to comply with this may constitute a violation of US, Canadian, Japanese, South African, Hong Kong or Australian securities laws or the securities laws of other states as the case may be.
The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement are being offered and sold only outside the United States. The securities offered in connection with the offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.
This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation”). No prospectus will be made available in connection with the matters contained in this announcement. The information set forth in this announcement is only being distributed to, and directed at, persons in member states of the European Economic Area who are qualified investors (“Qualified Investors”) within the meaning of the Prospectus Regulation.
This announcement and any offer subsequently made is, and will be, addressed to and directed only at persons, in the United Kingdom, who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available in the United Kingdom only to Relevant Persons.
This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area who are not Qualified Investors, and (ii) in the United Kingdom who are not Relevant Persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Ambu or by any of its affiliates or agents, or the Joint Global Coordinators or Joint Bookrunners, as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.
The Joint Global Coordinators and Joint Bookrunners and each of their affiliates are acting exclusively for Ambu and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Ambu for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
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 shares in Ambu 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 Ambu may decline and investors could lose all or part of their investment; the shares in Ambu offer no guaranteed income and no capital protection; and an investment in the shares in Ambu 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 contemplated share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Danske Bank A/S, J.P. Morgan SE and Nordea Danmark, filial af Nordea Bank Abp, Finland will only procure investors who meet the criteria of professional clients and eligible counterparties.
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 Ambu. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Ambu and determining appropriate distribution channels.
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