Bergen, Norway 27.08.21
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Summary
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 toapprove a board authorization for a share capital increase of up to 25% of theCompany'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 withsection 3-8 of the Norwegian Limited Liabilities Companies Act for suchacquisition.
Notice of Extraordinary General Meeting is enclosed to this announcement. TheBoard's report and declaration, and confirmation from the Company's auditor, inline with section 3-8 of the Norwegian Limited Liabilities Companies Act arepublished at www.lifecare.attme.dev/3-8reports
1. Contemplated private placement of new shares
Lifecare has engaged Carnegie AS as bookrunner and manager (the "Manager") toadvise on and effect a contemplated private placement of new shares with grossproceeds from NOK 17.8 million and up to NOK 40 million (the "PrivatePlacement"). The number of new shares to be issued in the Private Placementwill depend on the final subscription price in the Private Placement which willbe determined by the Board in consultation with the Manager following abookbuilding process.
Subject to completion of the Private Placement, the net proceeds will be usedfor: (i) Further research, development and clinical studies of the implantablesensor Sencell towards CE mark, (ii) strengthening the Company's balance sheetto 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) allnecessary corporate resolutions being validly made by the Company, includingwithout limitation, the extraordinary general meeting approving the BoardAuthorisation and the Board resolving to allocate and issue the new sharespursuant to the Board Authorisation and (ii) the registration of the sharecapital increase in the Company pertaining to the new shares in the NorwegianRegister of Business Enterprises (Nw. Foretaksregisteret) having taken place.
Several of the Company's major shareholders have pre-committed to subscribe fornew shares in the contemplated Private Placement without reservation on terms orrequest for pre-commitment fee:
Teigland Eiendom AS (largest shareholder - 18.2%) - NOK 10 million Lacal AS (second largest shareholder - 13.1%) - NOK 6 millionSpit 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 inthe common interest of the Company and its shareholders to raise equity througha private placement setting aside the pre-emptive rights of the shareholders. Bystructuring the transaction as a private placement, the Company will be in aposition to raise capital in an efficient manner. In addition, the PrivatePlacement will be subject to marketing through a publicly announced bookbuilding process. By this, a market-based subscription price will be achieved.Subject to completion of the Private Placement, the Company will also considerwhether to commence a repair offering towards the existing shareholders who donot 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 1.175million of which Euro 100,000 will be paid in cash, Euro 300,000 will be settledin new shares in Lifecare, and the remaining part of the consideration, up toEUR 775,000 will be settled through a profit-based combined cash and shareearn-out within 2026.
- "For Lifecare, this acquisition means that the ongoing R&D process will be farmore 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 aposition to exercise control for development of the Sencell development andthereby be able to fully control the operational abilities and priorities.- Increased capacity and flexibility. Lifecare will be able to utilize the LabŽscapacity and customer orders according to its own needs. - Better profitability. The Lab has recurring revenue from third parties, basedon already active service agreements 2021 and 2022. - Strengthened relationship. The affiliation of Prof. Pfützner, who is vital forthe Lab as well as for LifecareŽs Sencell development as the company's CSO, willpartly be transformed from consultant selling services to Lifecare, into acombination of consultancy and employment. Prof. Pfützner and Lifecare agree tocontinue this transformation with the aim to establish the affiliation as asolely employment relationship in the future. Prof. Pfützner's long termcommitment to Lifecare AS will be strong due to the profit-based earn-out andpayment in shares.
Lifecares' acquisition of cantiMED UG, announced 24 June 2021 (renamedNanobiosensors GmbH), includes a license ensuring LifecareŽs access to thepatented Nano3DSense technology in the medical field. This implies acontinuation of Lifecare's license covering the field of diabetes, and inaddition broadens the Lifecares license to cover the entire medical field.
By including the Lab into the Lifecare structure, as an integrated part ofNanobiosensors GmbH, Lifecare will enhance its operational abilities and ensurea dramatically improved capacity for R&D, wholly controlled by Lifecare.
This is Lifecare
Lifecare is a Bergen-based technology company developing a miniaturizedimplantable long-term sensor for correct and continuous monitoring of bloodsugar in people with diabetes. The company's patented technology also has thepotential for use in various biomarkers. Lifecare AS is listed on EuronextGrowth (LIFE).
Further informationJoacim Holter, CEO, Lifecare AS, joacim.holter@lifecare.attme.dev, +47 40 05 90 40
This information is considered to be inside information pursuant to the EUMarket Abuse Regulation and is subject to the disclosure requirements pursuantto Section 5-12 the Norwegian Securities Trading Act. This stock exchangeannouncement was published by Kine Hereid, Investor Relations at Lifecare AS, on27.08.2021 at 10:00 CET.