The transaction in brief
InDex Pharmaceuticals has entered into an agreement with the shareholders ofFlerie Invest AB ("Flerie") to acquire all shares in Flerie through an issue in kind of 6,073,952,948 new shares in the Company (the "Consideration Shares", and the "Transaction", respectively). Through the Transaction, Flerie will become a wholly-owned subsidiary ofInDex Pharmaceuticals and Flerie's shareholders will initially hold approximately 91.9 per cent of the total number of shares and votes in the Company, prior to the completion of the Capital Raise (as defined below). As a result of the Transaction, the Company will change its name toFlerie AB ("New Flerie").-
Flerie is valued at approximately
SEK 3,073 million in the Transaction, based on reported net asset value as of31 March 2024 with a discount of 10 per cent.InDex Pharmaceuticals is valued at approximatelySEK 269 million , corresponding to the Company's estimated cash position after closing costs with a premium of 20 per cent, which entails a subscription price of approximatelySEK 0.506 per Consideration Share. -
As part of the Transaction and the continued financing of New Flerie, a number of institutional investors, including the Company's existing shareholders the
Fourth Swedish National Pension Fund ,HBM Healthcare Investments ,Linc AB and SEB Stiftelsen, have undertaken to subscribe for new shares in the Company in a directed share issue (the "Capital Raise"). Through the Capital Raise, the Company will raise in aggregate approximately MSEK 520 before transaction costs. -
The Company intends to convene an Extraordinary General Meeting to be held on
10 June 2024 , at8:30 a.m. CEST , to resolve on approval of the Transaction, issue in kind of the Consideration Shares, authorization to issue shares for the Capital Raise, election of new Board members and auditor, and other resolutions that follow from the Transaction (the "Second EGM"). On6 May 2024 the Company convened an Extraordinary General Meeting to be held on the same day,10 June 2024 at8:00 a.m. CEST , to resolve on the amendments to the articles of association that follow from the Transaction (the "First EGM", and together with the Second EGM, the "EGMs"). HBM Healthcare Investments ,Linc AB , SEB Stiftelsen and S-E Bankens Utvecklingsstiftelse, who together represent approximately 27.9 per cent of the shares and votes inInDex Pharmaceuticals , have undertaken to vote in favour of the Transaction and related resolutions at the EGMs. Furthermore, theFourth Swedish National Pension Fund , representing approximately 9.8 per cent of the shares and votes in the Company, has expressed its intention to vote in favour of the Transaction and related resolutions at the EGMs.- The completion of the Transaction is, among other things, conditional upon resolutions at the EGMs and that the Company receives approval for continued listing on Nasdaq First North Growth Market.
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Further information about the Transaction, Flerie and New Flerie will be set out in a company description that is expected to be published no later than
27 May 2024 .
Background and motive
Following the discontinuation of cobitolimod development and
"I am very pleased that the evaluation has resulted in the proposed Transaction, as Flerie came out as the best option. Flerie has a highly regarded Board and management with excellent track record and a balanced risk profile. The attractive deal terms include a possibility for share redemption, in addition to being able to trade which ensures that we can offer shareholders optionality", comments
"This broadening of our shareholder base and becoming listed is a key step in Flerie's plan to create a new model for life science investing: We continue our long-term, active investment strategy, while offering new shareholders access to and liquidity in difficult-to-assess biotech companies. The Transaction and the Capital Raise allow accelerated development of a risk-diversified portfolio of product development and commercial growth companies spanning obesity, diabetes, heart disease, cancer and autoimmune disorders to pharmaceutical manufacturing services, diagnostics, medical devices and tools", comments Ted Fjällman, CEO of Flerie and intended CEO of New Flerie.
About the Transaction
Flerie is valued at approximately
Completion of the Transaction is subject to, inter alia, the following conditions, (i) the shareholders of
Description of Flerie and New Flerie
Operations
Flerie is an active and global long-term life science investor, focusing predominantly on biotech and pharmaceutical investments. Flerie is based in
Flerie invests in companies across the entire value chain, providing exposure to opportunities across three segments: Product Development, Commercial Growth, and Limited Partnerships. The portfolio includes investments in a wide range of areas, such as immuno-oncology, metabolic diseases and biologics development and manufacturing organisations, which have the potential to make a significant impact on health and wellbeing.
Through its expertise and network, Flerie provides investors with investment flexibility and exposure to difficult-to-access and difficult-to-assess companies within biological pharma, device, product and service innovations. Flerie utilises its broad network of reputable advisers and co-investors for advice on the choice of investment company, investment synergies and due diligence. Flerie´s Pharma network is large and growing and the portfolio companies have initiated collaborations with several well-established international operators.
Flerie was founded in 2011 by
Flerie's portfolio
The Product Development segment covers predominantly early-stage biotech and pharma companies which are in the process of advancing products or technologies to clinical proof of concept and towards marketing approval. Product Development companies are characterised by a high valuation uplifting potential and a pathway to success. Flerie may contribute to the development of such companies by encouraging partnering, licensing and expansion of the investor base to provide resources or opportunities. As an active owner, Flerie participates via boards to ensure product plans, platform technology expansion and product roadmaps are optimised. Flerie remains engaged to the appropriate endpoint, which could include the company taking its product to market, entering Commercial Growth. As of
While companies in the Product Development segment are in an early stage of development, those in the Commercial Growth segment have reached a more mature phase and are generating sales. Since the risks of investing in pharmaceutical companies are primarily associated with the early stages of development, investments in Commercial Growth companies generally entail less technical risks, but also relatively lower returns upon a successful development of the company invested in. Flerie's role in these companies is to assist them with the sales of their products or services to reach profitability, to support expansion through organic growth and through merger & acquisition opportunities. When a Commercial Growth company reaches maturity and Flerie is no longer adding value or it determines that the investment would be better deployed elsewhere, Flerie exits the company. As of
Under certain circumstances, Flerie may become a limited partner in an investment fund. Limited Partnerships primarily allow the Company to access the network, opportunities and skills of another investment company or fund and is primarily a way to de-risk the portfolio by diversifying into sectors that are new to Flerie as well as benefitting from the expertise of the specialists there. This way, Limited Partnerships provide advantages for the other two segments and Flerie's long-term portfolio expansion possibility. As of
Board of directors, management and shareholders etc.
The Board of Directors of New Flerie shall consist of Flerie's current Board:
The Major Shareholders as well as Flerie's Board and management will, towards
The Capital Raise
As part of the Transaction and the continued financing of Flerie, a number of institutional investors, including the Company's existing shareholders the
The purpose of the Capital Raise, and the reasons for the deviation from the shareholders' preferential right, is to ensure that the Company meets the liquidity requirements for a listing on Nasdaq Stockholm, to ensure continued financing of New Flerie in immediate connection to the implementation of the Transaction, and to diversify and strengthen the shareholder base with institutional investors. Since the subscription price in the Capital Raise corresponds to the subscription price for the Consideration Shares, which is based on a valuation of
Through the Capital Raise, the Company will raise in aggregate approximately
The Capital Raise entails a dilution of approximately 13 per cent of the number of shares and votes in New Flerie after completion of the Transaction by increasing the number of shares and votes by 1,025,959,478, from 6,606,640,598 to 7,632,600,076. The share capital increases by
The Company intends to investigate the conditions to raise additional capital in connection with the share issue to be carried out for the Capital Raise, within the limits of the issue authorisation proposed to be resolved upon by the Second EGM.
New Flerie will undertake, for a period of 360 days from completion of the Transaction, not to, without the Joint Bookrunners' approval, propose or take measures that entail an increase in the share capital, new share issues and similar measures, with certain exceptions, for example in connection with acquisitions or establishment of incentive programs.
Voluntary share redemption program
In connection with completion of the Transaction, the Company proposes that an annual voluntary share redemption program is established from and including 2025 in order to increase the liquidity of the New Flerie share. Through the redemption program, shareholders are proposed to have the right during an annual conversion period, to occur during the last week of March, to request the conversion of their ordinary shares into a new class of shares, convertible and redeemable shares of series C. Existing shares will constitute ordinary shares. Conversion can take place of up to five (5) per cent of the total number of outstanding shares. If the number of ordinary shares notified for conversion exceeds this limit, distribution shall be made in proportion to the number of ordinary shares that each shareholder has requested for conversion.
As soon as possible following the announcement of the interim report for the first quarter, New Flerie shall redeem all outstanding shares of series C at a redemption amount per share corresponding to the net asset value (NAV) per share as of 31 March. During 2025, certain different time periods will apply for the redemption program.
Further information about the proposed redemption program will be included in the complete proposal for new articles of association, which are proposed to be adopted by the First EGM.
The Major Shareholders and investors in the Capital Raise have undertaken not to exercise the redemption program prior to 2029 and 2026, respectively.
Continued listing on Nasdaq First North and admission to trading on Nasdaq Stockholm
The transaction is conditional upon
In connection with completion of the Transaction, the Company intends to carry out an uplisting from Nasdaq First North Growth Market to Nasdaq Stockholm. The Company intends to draw up and publish a prospectus in connection with the admission to trading of shares in New Flerie on Nasdaq Stockholm. The prospectus is intended to be registered by the
The EGMs
The EGMs will be held on
The resolutions relating to the Transaction and the Capital Raise proposed to be made by the EGMs are (i) approval of the Company's acquisition of Flerie, (ii) the issue in kind of the Consideration Shares to the shareholders of Flerie, (iii) authorisation to issue shares for the Capital Raise, (iv) adoption of new articles of association, including, among other things, change of name to
Voting undertakings
Exemption from mandatory offer
Company description
Further information about the Transaction, Flerie and New Flerie will be presented in a company description that will be published prior to the EGMs.
Indicative timetable for the Transaction
The timetable below is preliminary and subject to change.
Investor meeting | |
Publication of company description | |
The EGMs | |
11June 2024 | Completion of the Transaction |
Execution of the Capital Raise | |
Expected date for decision by | |
Excepted date for announcement of prospectus for admission to trading on Nasdaq Stockholm and last day of trading on Nasdaq First North Growth Market | |
Expected first day of trading on Nasdaq Stockholm |
Investor meeting
- To register to participate on site at Redeye in
Stockholm , please use the following link: https://crm.redeye.se/events/registration/7017U000000kvDhQAI
- To follow the event via the webcast, please use this link: https://www.redeye.se/events/1004277/investor-update-index-pharmaceuticals-2-2
Advisors
For more information:
Tel: +46 8 122 038 50
E-mail: jenny.sundqvist@indexpharma.com
Johan Giléus, CFO and deputy CEO of
Tel: +46 8 122 038 50
E-mail: johan.gileus@indexpharma.com
Ted Fjällman, CEO of Flerie
E-mail: contact@flerie.com
This information is information that
Important information
Publication, disclosure or distribution of this press release may in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this press release has been disclosed or distributed should inform themselves and comply with 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 regulations in their respective jurisdictions. This press release does not constitute an offer, or invitation, to acquire or subscribe for any securities in the Company or Flerie in any jurisdicition, neither from the Company, Flerie or anyone else.
This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in the
This press release is not a prospectus in accordance with the definition of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the share issues described in this press release. The share issues do not constitute an offer to the public.
In all member states of the European Economic Area ("EEA"), this press release is intended for and only directed to "qualified investors" in that member state as defined in the Prospectus Regulation.
In the
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 shares. An investment decision to acquire or subscribe for new shares may only be made based on public available information about the Company, Flerie or the Company's shares, which has not been verified by the Company's or Flerie's advisors or the issuer agent. The Company's or Flerie's advisors and the issuer agent are acting on behalf of their principals in connection with the share issues and not on behalf of anyone else and are not responsible to anyone else for providing the protection which is provided to its customers or for providing advice in connection with the transaction or relating to anything else referred to herein.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decision regarding the share issues. Each investor or potential investor should conduct its own research, analysis and evaluation of the business and information described in this announcement and all publicly available information. The price and value of the securities can decrease as well as increase. Achieved results does not constitute guidance for future results. Neither the content of the Company's or Flerie's website nor any other website which is accessible through hyperlinks on said website is incorporated into or forms part of this press release.
Forward-looking statements
This press release contains forward-looking statements regarding the Company's and Flerie's intentions, assessments, or expectations regarding the Company's or Flerie's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets which the Company and Flerie operate. Forward-looking statements are statements that do not relate to historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company and Flerie believe that the assumptions reflected in these forward-looking statements are reasonable, they cannot be guaranteed to occur or to be correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not unconditionally rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company, Flerie nor anyone else undertakes to review, update, confirm or release public 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 required by law or listing rules.
[1] T&M Förvaltning AB and
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