Bergen, Norway 27.08.21
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Today the Board of Directors (the “Board”) of Lifecare AS (the “Company” or
“Lifecare”) has passed the following resolutions:
– convening an Extraordinary General Meeting to be held on 10 September 2021 to
approve a board authorization for a share capital increase of up to 25% of the
Company’s current share capital (the “Board Authorisation”).
– approving the term sheet for acquiring the laboratory of Pfützner Science &
Health Institute GmbH and the Board’s report and declaration in line with
section 3-8 of the Norwegian Limited Liabilities Companies Act for such
Notice of Extraordinary General Meeting is enclosed to this announcement. The
Board’s report and declaration, and confirmation from the Company’s auditor, in
line with section 3-8 of the Norwegian Limited Liabilities Companies Act are
published at www.lifecare.no/3-8reports
1. Contemplated private placement of new shares
Lifecare has engaged Carnegie AS as bookrunner and manager (the “Manager”) to
advise on and effect a contemplated private placement of new shares with gross
proceeds from NOK 17.8 million and up to NOK 40 million (the “Private
Placement”). The number of new shares to be issued in the Private Placement
will depend on the final subscription price in the Private Placement which will
be determined by the Board in consultation with the Manager following a
Subject to completion of the Private Placement, the net proceeds will be used
for: (i) Further research, development and clinical studies of the implantable
sensor Sencell towards CE mark, (ii) strengthening the Company’s balance sheet
to ensure financial capacity and flexibility to pursue growth opportunities,
(iii) working capital as well as for general corporate purposes, and (iv)
continue to develop the organization and internationalize the Company.
Completion of the Private Placement will inter alia be conditional upon i) all
necessary corporate resolutions being validly made by the Company, including
without limitation, the extraordinary general meeting approving the Board
Authorisation and the Board resolving to allocate and issue the new shares
pursuant to the Board Authorisation and (ii) the registration of the share
capital increase in the Company pertaining to the new shares in the Norwegian
Register of Business Enterprises (Nw. Foretaksregisteret) having taken place.
Several of the Company’s major shareholders have pre-committed to subscribe for
new shares in the contemplated Private Placement without reservation on terms or
request for pre-commitment fee:
Teigland Eiendom AS (largest shareholder – 18.2%) – NOK 10 million
Lacal AS (second largest shareholder – 13.1%) – NOK 6 million
Spit Air AS (eighth largest shareholder – 2.2%) – NOK 1 million
Patricia Sandquist (seventh largest shareholder – 2.2%) – NOK 0.8 million
The Board has considered alternative structures for the raising of new equity.
Following careful considerations, the Board is of the view that it will be in
the common interest of the Company and its shareholders to raise equity through
a private placement setting aside the pre-emptive rights of the shareholders. By
structuring the transaction as a private placement, the Company will be in a
position to raise capital in an efficient manner. In addition, the Private
Placement will be subject to marketing through a publicly announced book
building process. By this, a market-based subscription price will be achieved.
Subject to completion of the Private Placement, the Company will also consider
whether to commence a repair offering towards the existing shareholders who do
not participate in the Private Placement.
2. Acquisition of Laboratory. From customer to full control.
Lifecare has signed a term sheet to acquire the laboratory of Pfützner Science &
Health Institute GmbH (the “Lab”) for a total consideration of up to Euro 1.175
million of which Euro 100,000 will be paid in cash, Euro 300,000 will be settled
in new shares in Lifecare, and the remaining part of the consideration, up to
EUR 775,000 will be settled through a profit-based combined cash and share
earn-out within 2026.
– “For Lifecare, this acquisition means that the ongoing R&D process will be far
more predictable and effective”, says Joacim Holter, Lifecare CEO.
Ensuring control of development is expected to represent immediate benefits:
– Significant cost savings.
– Increased control. Lifecare will end being a customer of the Lab and get in a
position to exercise control for development of the Sencell development and
thereby be able to fully control the operational abilities and priorities.
– Increased capacity and flexibility. Lifecare will be able to utilize the Lab´s
capacity and customer orders according to its own needs.
– Better profitability. The Lab has recurring revenue from third parties, based
on already active service agreements 2021 and 2022.
– Strengthened relationship. The affiliation of Prof. Pfützner, who is vital for
the Lab as well as for Lifecare´s Sencell development as the company’s CSO, will
partly be transformed from consultant selling services to Lifecare, into a
combination of consultancy and employment. Prof. Pfützner and Lifecare agree to
continue this transformation with the aim to establish the affiliation as a
solely employment relationship in the future. Prof. Pfützner’s long term
commitment to Lifecare AS will be strong due to the profit-based earn-out and
payment in shares.
Lifecares’ acquisition of cantiMED UG, announced 24 June 2021 (renamed
Nanobiosensors GmbH), includes a license ensuring Lifecare´s access to the
patented Nano3DSense technology in the medical field. This implies a
continuation of Lifecare’s license covering the field of diabetes, and in
addition broadens the Lifecares license to cover the entire medical field.
By including the Lab into the Lifecare structure, as an integrated part of
Nanobiosensors GmbH, Lifecare will enhance its operational abilities and ensure
a dramatically improved capacity for R&D, wholly controlled by Lifecare.
This is Lifecare
Lifecare is a Bergen-based technology company developing a miniaturized
implantable long-term sensor for correct and continuous monitoring of blood
sugar in people with diabetes. The company’s patented technology also has the
potential for use in various biomarkers. Lifecare AS is listed on Euronext
Joacim Holter, CEO, Lifecare AS, firstname.lastname@example.org, +47 40 05 90 40
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Kine Hereid, Investor Relations at Lifecare AS, on
27.08.2021 at 10:00 CET.
Access the news on Oslo Bors NewsWeb site