THOUSAND OAKS, Calif., May
21, 2019 /PRNewswire/ --
The Offer is not being made, and this press release may not
be distributed, directly or indirectly, in or into, nor will any
tender of shares be accepted from or on behalf of holders in,
Australia, Canada, Hong
Kong, Japan,
New Zealand or South Africa,
or any other jurisdiction in which the making of the Offer, the
distribution of this press release or the acceptance of any tender
of shares would contravene applicable laws or regulations or
require further offer documents, filings or other measures in
addition to those required under Swedish law.
Shareholders in the United
States should refer to the section entitled "Important
Information to U.S. Shareholders" at the end of this press
release.
Amgen Inc. ("Amgen") (NASDAQ:AMGN) today
announces a recommended public cash offer to the shareholders of
Nuevolution AB (publ) ("Nuevolution") to tender all their shares in
Nuevolution to Amgen (the "Offer"). Nuevolution's shares are listed
on Nasdaq Stockholm, Small Cap.
The Offer in brief
- Amgen offers SEK 32.50 in cash
for each share in Nuevolution (the "Offer
Price").(1) The total value of the Offer amounts to
approximately SEK 1,610 million, which corresponds to
approximately USD 167
million.(2)
- The Offer does not include warrants issued by Nuevolution to
participants under the incentive programs implemented by
Nuevolution. Amgen will offer the participants a fair treatment in
connection with the Offer. Amgen may acquire, or enter into
arrangements to acquire, shares in Nuevolution (or any securities
that are convertible into, exchangeable for or exercisable for such
shares) outside the Offer. Any purchases made or arranged will be
in accordance with Swedish law and Nasdaq Stockholm's Takeover
Rules (the "Takeover Rules") and will be disclosed in
accordance with applicable rules.
- The Offer represents a premium of:
-
- 169% compared to the closing price of Nuevolution's shares on
Nasdaq Stockholm on 21 May 2019 (the
last trading day prior to the announcement of the Offer), of
SEK 12.10;
- 69% compared to the highest trading price of Nuevolution's
shares on Nasdaq Stockholm during the 52-week period up to and
including 21 May 2019 (the last
trading day prior to the announcement of the Offer), of
SEK 19.28; and
- 166% compared to the volume-weighted average price of
Nuevolution's shares on Nasdaq Stockholm during the 30 consecutive
calendar days up to and including 21 May
2019 (the last trading day prior to the announcement of the
Offer), of SEK 12.20.
- Nuevolution's Board of Directors unanimously recommends that
the shareholders of Nuevolution accept the
Offer.(3)
- Sunstone LSV Fund I K/S ("Sunstone"), Skandinaviska
Enskilda Banken AB (publ) and Stiftelsen Industrifonden
("Industrifonden") which own approximately 21%, 20% and 18%,
respectively, of the outstanding shares and votes in Nuevolution,
have undertaken to accept the Offer, subject to certain conditions.
In total, the undertakings correspond to 59% of the total number of
shares and votes in Nuevolution.
- The Offer is not subject to any financing condition. The Offer
is fully financed by cash on hand.
- The acceptance period for the Offer is expected to commence on
or around 13 June 2019 and expire on
or around 4 July 2019. Settlement is
expected to take place on or around 15 July
2019.
- Amgen has decided to offer retention arrangements to the
full-time employees of Nuevolution.
- Raymond Deshaies, Ph.D., senior
vice president of Global Research at Amgen, said: "Our vision for
Amgen's research organization is to improve the health of patients
and societies around the world by discovering, developing and
delivering transformative medicines. To achieve our vision, we will
need to embrace compelling opportunities, like this one, which will
significantly expand Amgen's ability to discover novel small
molecules against difficult-to-drug targets and with greater speed
and efficiency. We highly value our collaboration of the past three
years with Nuevolution and are excited to incorporate their
expertise and DNA-encoded library discovery platform technology
more holistically into Amgen's research moving forward."
Background and reasons for the Offer
Amgen is one of the world's leading biotechnology companies,
with a vision deeply rooted in innovative science. As a
global biotechnology pioneer, Amgen is committed to unlocking the
potential of biology for patients suffering from serious illnesses
by discovering, developing, manufacturing and delivering innovative
human therapeutics.
Nuevolution is a leading small molecule drug discovery platform
biotech company founded in 2001, headquartered in Copenhagen, Denmark. Nuevolution partners its
proprietary discovery platform and programs with pharmaceutical and
biotechnology companies to seek future benefit of patients in need
of novel medical treatment options. Nuevolution's internal programs
are focused on therapeutically important targets within
inflammation, oncology and immuno-oncology. Among other products,
Nuevolution is the inventor of Chemetics®, a patent protected
DNA-encoded library drug discovery platform, which enables
efficient discovery of novel small molecule drug candidates. The
platform provides access to screening of billions of molecules and
efficient optimization of drug properties in the process of
identifying the drug candidate. Chemetics® has been successfully
applied in numerous drug discovery and technology licensing
partnerships, including difficult-to-drug biological disease
targets, where other approaches had failed.
Since October 2016, Amgen and
Nuevolution have participated in a multi-target collaboration. Two
of the cancer programs under this collaboration have progressed at
high speeds, with Amgen having exercised its contractual opt-in
right for these first two programs. A business combination of Amgen
and Nuevolution will enable a closer integration of Nuevolution's
technology and drug discovery expertise with Amgen's experience and
capabilities in research and development, manufacturing and
commercialization, which will enhance Amgen's ability to serve
patients across its chosen therapeutic areas.
Management and employees
Amgen values the skills and talents of Nuevolution's management
and employees, and intends to continue to safeguard the excellent
relationship that Nuevolution has with its employees. Given Amgen's
current knowledge of Nuevolution and in light of current market
conditions, Amgen does not intend to change the composition of the
management team and key employees following the implementation of
the Offer, nor does Amgen currently intend to alter the operations
of Nuevolution or locations where Nuevolution conducts
business.
Amgen has decided to offer all full-time employees of
Nuevolution a retention arrangement (the "Arrangement"), for
the purpose of motivating these individuals to remain with
Nuevolution after completion of the Offer and during a subsequent
integration phase. Under the Arrangement, Amgen would pay sign-on
compensation to those individuals who remain employed by
Nuevolution or Amgen after the closing of the Offer, which would
consist of cash payments during a period of up to three years after
closing of the Offer and of Restricted Stock Units ("RSUs")
linked to Amgen's shares listed on NASDAQ in the United States. Both the cash compensation
and the vesting of the RSUs will be conditional upon continued
employment during the relevant period. The current aggregate value
of the sign-on compensation would not exceed approximately
USD 8.5 million over up to three
years. As part of the Arrangement, the employees may also be
offered amended employment terms and a right to participate in
Amgen's existing global long-term incentive program.
The Swedish Securities Council (Sw. Aktiemarknadsnämnden)
has in its statement 2019:20 concluded that the Arrangement is in
compliance with the Takeover Rules, provided that Nuevolution's
Board of Directors approves the Arrangement and that the
Nuevolution shareholders and the securities market are informed of
the Arrangement. Nuevolution's Board of Directors has approved the
Arrangement.
The Offer
Amgen offers SEK 32.50 in cash for
each share in Nuevolution. If Nuevolution pays dividends or makes
any other distributions to shareholders, for which the record date
occurs prior to the settlement of the Offer, the Offer Price will
be reduced accordingly.
No commission will be charged in respect of the settlement of
the Nuevolution shares tendered to Amgen under the Offer.
The Offer represents a premium of:
- 169% compared to the closing price of Nuevolution's shares on
Nasdaq Stockholm on 21 May 2019 (the
last trading day prior to the announcement of the Offer), of
SEK 12.10;
- 69% compared to the highest trading price of Nuevolution's
shares on Nasdaq Stockholm during the 52-week period up to and
including 21 May 2019 (the last
trading day prior to the announcement of the Offer), of
SEK 19.28; and
- 166% compared to the volume-weighted average price of
Nuevolution's shares on Nasdaq Stockholm during the 30 consecutive
calendar days up to and including 21 May
2019 (the last trading day prior to the announcement of the
Offer), of SEK 12.20.
The total value of the Offer amounts to approximately
SEK 1,610 million, which corresponds to approximately
USD 167 million.(4)
The Offer is not subject to any financing condition. The Offer
is fully financed by cash on hand.
Neither Amgen nor any closely related companies or closely
related parties own any financial instruments in Nuevolution that
give financial exposure to Nuevolution shares at the time of this
announcement, nor has Amgen acquired or agreed to acquire any
Nuevolution shares or any financial instruments that give financial
exposure to Nuevolution shares during the six months preceding the
announcement of the Offer. For further information about
undertakings by larger shareholders to accept the Offer, please see
"Undertakings to accept the Offer" below.
The Offer does not include warrants issued by Nuevolution to
participants under the incentive programs implemented by
Nuevolution. Amgen will offer the participants a fair treatment in
connection with the Offer.
Amgen may acquire, or enter into arrangements to acquire, shares
in Nuevolution (or any securities that are convertible into,
exchangeable for or exercisable for such shares) outside the Offer.
Any purchases made or arranged will be in accordance with Swedish
law and the Takeover Rules and will be disclosed in accordance with
applicable rules.
Recommendation from the Board of Directors of
Nuevolution
Nuevolution's Board of Directors unanimously recommends that the
shareholders of Nuevolution accept the Offer.(5)
Undertakings to accept the Offer
Sunstone, Skandinaviska Enskilda Banken AB (publ) and
Industrifonden, which own approximately 21%, 20% and 18%,
respectively, of the outstanding shares and votes in Nuevolution,
have under separate agreements undertaken to accept the Offer,
subject to certain conditions. In total, the undertakings
correspond to 59% of the total number of shares and votes in
Nuevolution. The irrevocable undertakings given by Sunstone,
Skandinaviska Enskilda Banken AB (publ) and Industrifonden relate
to their entire respective holdings of Nuevolution shares. The
undertakings are conditional only upon the Offer being declared
unconditional not later than 1 September 2019 and upon Amgen
not committing any material breach of the Takeover Rules or other
laws and regulations applicable to the Offer, including the EU
Market Abuse Regulation (596/2014/EU).
SHAREHOLDER
|
|
NUMBER OF
SHARES
|
|
PERCENTAGE OF
CAPITAL
AND VOTING RIGHTS
|
Sunstone LSV Fund
I K/S
|
|
10,242,701
|
|
21%
|
Skandinaviska
enskilda banken AB (publ)
|
|
10,084,942
|
|
20%
|
Stiftelsen
Industrifonden
|
|
8,997,908
|
|
18%
|
Total
|
|
29,325,551
|
|
59%
|
Conditions to the Offer
Completion of the Offer is conditional on:
a)
|
the Offer being
accepted to such an extent that Amgen becomes the owner of shares
in Nuevolution representing more than 90% of the total number of
shares in Nuevolution (on a fully diluted basis);
|
b)
|
with respect to the
Offer and Amgen's acquisition of Nuevolution, receipt of all
necessary regulatory, governmental or similar clearances, approvals
and decisions, including from competition authorities, in each case
on terms acceptable to Amgen;
|
c)
|
there being no
circumstances that (i) Amgen did not have knowledge of at the
time of the announcement of the Offer, and (ii) would have a
material adverse effect or could reasonably be expected to have a
material adverse effect on Nuevolution's sales, results, liquidity,
equity or assets;
|
d)
|
neither the Offer nor
the acquisition of Nuevolution being rendered wholly or partially
impossible or significantly impeded as a result of legislation or
other regulation, any decision of court or public authority, or any
similar circumstance, which is actual or can reasonably be
anticipated, and which Amgen could not reasonably have foreseen at
the time of the announcement of the Offer;
|
e)
|
Nuevolution not
taking any action that is likely to impair the prerequisites for
making or completing the Offer;
|
f)
|
no information made
public by Nuevolution or disclosed by Nuevolution to Amgen being
materially inaccurate, incomplete or misleading, and Nuevolution
having made public all information which should have been made
public by it; and
|
g)
|
no third party
announcing an offer to acquire shares in Nuevolution on terms more
favorable to the shareholders of Nuevolution than the
Offer.
|
Amgen reserves the right to withdraw the Offer in the event it
becomes clear that any of the above conditions is not satisfied or
cannot be satisfied. With regard to conditions (b) – (g), however,
such withdrawal will only be made if the non-satisfaction is of
material importance to Amgen's acquisition of the shares in
Nuevolution.
Amgen reserves the right to waive, in whole or in part, one or
more of the conditions above, including, with respect to condition
(a) above, to complete the Offer at a lower level of
acceptance.
Brief description of Amgen
Amgen is committed to unlocking the potential of biology for
patients suffering from serious illnesses by discovering,
developing, manufacturing and delivering innovative human
therapeutics. This approach begins by using tools like advanced
human genetics to unravel the complexities of disease and
understand the fundamentals of human biology.
Amgen focuses on areas of high unmet medical need and leverages
its biologics manufacturing expertise to strive for solutions that
improve health outcomes and dramatically improve people's lives. A
biotechnology pioneer, Amgen has grown to be one of the world's
leading independent biotechnology companies, has reached millions
of patients around the world and is developing a pipeline of
medicines with breakaway potential.
Amgen's shares are listed on NASDAQ in the United States. Further information about
Amgen is available at www.amgen.com. The website address is not
intended to function as a hyperlink, and the information contained
on our website is not intended to be a part of this press
release.
Brief description of Nuevolution
Nuevolution is a leading small molecule drug discovery platform
biotech company founded in 2001, headquartered in Copenhagen, Denmark. Nuevolution partners its
proprietary discovery platform and programs with pharmaceutical and
biotechnology companies to seek future benefit of patients in need
of novel medical treatment options. Nuevolution's internal programs
are focused on therapeutically important targets within
inflammation, oncology and immuno-oncology.
Nuevolution's shares are listed on Nasdaq Stockholm, Sweden (ticker: NUE.ST). Further
information about Nuevolution is available at
www.nuevolution.com.
Due diligence
Amgen has conducted a customary confirmatory due diligence
review of Nuevolution in connection with the preparation of the
Offer.
Nuevolution has informed Amgen that Amgen has not received any
inside information in connection with this due diligence
exercise.
Indicative timetable
Estimated date for
announcement of the Offer document:
Estimated acceptance
period:
Estimated settlement
date:
|
12 June
2019
13 June 2019 – 4 July
2019
15 July
2019
|
Amgen reserves the right to extend the acceptance period and to
postpone the date of settlement. Amgen will announce any extension
of the acceptance period and/or postponement of the settlement by a
press release in accordance with applicable laws and
regulations.
Compulsory acquisition and delisting
If Amgen becomes the owner of more than 90% of the shares in
Nuevolution, Amgen intends to initiate a compulsory acquisition
procedure in respect of the remaining shares in Nuevolution under
the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
In connection therewith, Amgen will act in furtherance of a
delisting of the Nuevolution shares from Nasdaq Stockholm.
Applicable law and disputes
The Offer as well as the agreements entered into between Amgen
and the Nuevolution shareholders as a result of the Offer, shall be
governed and construed in accordance with substantive Swedish law.
Any dispute regarding the Offer, or which arises in connection
therewith, shall be exclusively settled by Swedish courts, and the
City Court of Stockholm (Sw.
Stockholms tingsrätt) shall be the court of first
instance.
The Takeover Rules and the Swedish Securities Council's (Sw.
Aktiemarknadsnämnden) rulings and statements on the
interpretation and application of the Takeover Rules, including,
where applicable, the Swedish Securities Council's rulings and
statements on the interpretation and application of the formerly
applicable Rules on Public Offers for the Acquisition of Shares
issued by the Swedish Industry and Commerce Stock Exchange
Committee (Sw. Näringslivets Börskommitté), are applicable
to the Offer. Furthermore, on 20 May
2019, Amgen has, in accordance with the Swedish Takeover Act
(Sw. lag (2006:451) om offentliga uppköpserbjudanden på
aktiemarknaden), contractually undertaken towards Nasdaq
Stockholm to comply with said rules, rulings and statements and to
submit to any sanctions that can be imposed on Amgen by Nasdaq
Stockholm in the event of a breach of the Takeover Rules. On
22 May 2019, Amgen informed the
Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) of the Offer and the abovementioned
undertakings towards Nasdaq Stockholm.
Advisers
Amgen has retained PJT Partners and SEB(6) as financial advisers
and Sullivan & Cromwell LLP and Mannheimer Swartling as legal
advisers in connection with the Offer.
Information about the Offer
Information about the Offer is made available at:
www.amgen.com/amgen/announcement and
www.sebgroup.com/prospectuses.
For further information, please contact:
Investors: Arvind Sood,
Amgen Inc., +1 805-447-1060.
Media: Trish Hawkins,
Amgen Inc., +1 805-447-5631.
Amgen discloses the information provided herein pursuant to
the Takeover Rules. The information was submitted for publication
on 22 May 2019, 08:00 CEST.
Important information
This press release has been published in Swedish and
English.
The Offer, pursuant to the terms and conditions presented in
this press release, is not being made to persons whose
participation in the Offer requires that any additional offer
document is prepared or registration effected or that any other
measures are taken in addition to those required under Swedish
law.
This press release is not being published in or distributed to
or into and must not be mailed or otherwise distributed or sent in
or into any jurisdiction in which the distribution or offering
would require any such additional measures to be taken or would be
in conflict with any laws or regulations in such jurisdiction.
Persons who receive this press release (including, without
limitation, nominees, trustees and custodians) and are subject to
the laws of any such jurisdiction will need to inform themselves
about, and observe, any applicable restrictions or requirements.
Any failure to do so may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, Amgen disclaims any responsibility or liability for
the violations of any such restrictions by any person. Any
purported acceptance of the Offer resulting directly or indirectly
from a violation of these restrictions may be disregarded.
The Offer is not being made, and will not be made, directly or
indirectly, in or into, Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa by
use of mail or any other means or instrumentality of interstate or
foreign commerce, or of any facilities of a national securities
exchange, of Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa.
This includes, but is not limited to facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic transmission. The Offer cannot be accepted and shares
may not be tendered in the Offer by any such use, means,
instrumentality or facility of, or from within Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa or by persons located or resident in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa. Accordingly, this press release and any
documentation related to the Offer are not being and should not be
mailed or otherwise transmitted, distributed, forwarded or sent in
or into Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa or to any Australian, Canadian, Hong Kong, Japanese, New Zealand or South African persons or any
persons located or resident or with a registered address in
Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa. Banks, brokers, dealers and other nominees holding
shares for persons in Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa
must not forward this press release or any other documents received
in connection with the Offer to such persons. Amgen will not
deliver any consideration from the Offer into Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa.
Any purported acceptance of the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported acceptance by a person located in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa or any agent, fiduciary or other intermediate acting
on a non-discretionary basis for a principal giving instructions
from within Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa
will be invalid and will not be accepted. Each holder of shares
participating in the Offer will represent that it is not an
Australian, Canadian, Hong Kong,
Japanese, New Zealand or South
African person, is not located in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa and is not participating in such Offer from
Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa and that it is not acting on a non-discretionary
basis for a principal that is an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, that is
located in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa or that is giving an order to participate in such
Offer from Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa.
Notwithstanding the foregoing, Amgen reserves the right to
permit the Offer to be accepted by persons not resident in
Sweden if, in its sole discretion,
Amgen is satisfied that such transaction can be undertaken in
compliance with applicable laws and regulations.
To the extent permissible under applicable law or regulation,
Amgen or its brokers may purchase, or conclude agreements to
purchase, shares in Nuevolution, directly or indirectly, outside of
the scope of the Offer, before, during or after the period in which
the Offer remains open for acceptance. This also applies to other
securities which are directly convertible into, exchangeable for,
or exercisable for Nuevolution shares, such as warrants. These
purchases may be completed via the stock exchange at market prices
or outside the stock exchange at negotiated prices. Any information
on such purchases will be disclosed as required by law or
regulation in Sweden.
Important information to U.S. shareholders
The Offer described in this announcement will be made for the
shares in Nuevolution, a Swedish company. The Offer will be made in
the United States pursuant to an
exemption from certain U.S. tender offer rules provided by Rule
14d‐1(c) under the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), in compliance with Section 14(e)
of the U.S. Exchange Act and otherwise in accordance with the
requirements of Swedish law. Accordingly, the Offer will be subject
to disclosure and other procedural requirements, including with
respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those
applicable under U.S. domestic tender offer procedures and laws. It
may be difficult for U.S. shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws, since
Nuevolution is organized in a non‐U.S. jurisdiction, and some or
all of its officers and directors may be residents of a non‐U.S.
jurisdiction. U.S. shareholders may not be able to sue a non‐U.S.
company or its officers or directors in a non‐U.S. court for
violations of the U.S. securities laws. Further, it may be
difficult to compel a non‐U.S. company and its affiliates to
subject themselves to a U.S. court's judgement. The receipt of cash
pursuant to the Offer by shareholders who are U.S. taxpayers may be
a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other
tax laws. Each shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of
the Offer.
In accordance with normal Swedish practice and pursuant to Rule
14e‐5(b) of the U.S. Exchange Act, Amgen and its affiliates or
brokers (acting as agents for Amgen or its affiliates, as
applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly purchase, or arrange to purchase
outside the United States, shares
in Nuevolution that are the subject of the Offer or any securities
that are convertible into, exchangeable for or exercisable for such
shares before or during the period in which the Offer remains open
for acceptance. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. To the extent information about such purchases or
arrangements to purchase is made public in Sweden, such information will be disclosed to
U.S. shareholders of Nuevolution. In addition, the financial
advisors to Amgen may also engage in ordinary course trading
activities in securities of Nuevolution, which may include
purchases or arrangements to purchase such securities.
For purposes of this section "United
States" and "U.S." means the
United States of America (its territories and possessions,
all states of the Unites States of America and the District of Columbia).
Forward-looking statements
This press release contains forward-looking statements that are
based on the current expectations and beliefs of Amgen. All
statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements,
including any statement on the outcome of the Offer and any
resulting transactions, the benefits and synergies of any such
transactions, the potential consequences of the Offer for those
shareholders of Nuevolution who choose not to accept the Offer,
future opportunities for Amgen or Nuevolution and any estimates of
revenues, operating margins, capital expenditures, cash, other
financial metrics, expected legal, arbitration, political,
regulatory or clinical results or practices, customer and
prescriber patterns or practices, reimbursement activities and
outcomes and other such estimates and results. Forward-looking
statements do not represent facts and involve significant risks and
uncertainties, including those discussed above and more fully
described in the U.S. Securities and Exchange Commission reports
filed by Amgen, including its most recent annual report on Form
10-K and any subsequent periodic reports on Form 10-Q and current
reports on Form 8-K. Unless otherwise noted, Amgen is providing
this information as of the date of this press release and, unless
required under the Takeover Rules or applicable law, does not
undertake any obligation to update any forward-looking statements
contained in this document as a result of new information, future
events or otherwise. No forward-looking statement can be guaranteed
and actual results may differ materially from those Amgen
projects.
Notes
(1) If Nuevolution pays dividends or makes any other
distributions to shareholders, for which the record date occurs
prior to the settlement of the Offer, the Offer Price will be
reduced accordingly.
(2) The total value of the Offer is based on
49,524,903 shares, which represents the total number of issued and
outstanding shares in Nuevolution. Nuevolution does not hold any of
its own shares in treasury. The total value of the Offer in USD is
based on the exchange rate (as published by Bloomberg on
21 May 2019, 17:30 CEST) of SEK
9.66 to USD 1.00.
(3) Since Sunstone has entered into an undertaking to
tender its Nuevolution shares in the Offer (please see
"Undertakings to accept the Offer"), Board member Søren
Lemonius, who is a Partner of Sunstone Capital, an affiliate of
Sunstone, has not participated in the Nuevolution Board of
Directors' decision to recommend the Offer. The other members of
the Nuevolution Board of Directors who did participate in such
decision unanimously recommended the Offer.
(4) The total value of the Offer is based on
49,524,903 shares, which represents the total number of issued and
outstanding shares in Nuevolution. Nuevolution does not hold any of
its own shares in treasury. The total value of the Offer in USD is
based on the exchange rate (as published by Bloomberg on
21 May 2019, 17:30 CEST) of SEK
9.66 to USD 1.00.
(5) Since Sunstone has entered into an undertaking to
tender its Nuevolution shares in the Offer (please see
"Undertakings to accept the Offer"), Board member Søren
Lemonius, who is a Partner of Sunstone Capital, an affiliate of
Sunstone, has not participated in the Nuevolution Board of
Directors' decision to recommend the Offer. The other members of
the Nuevolution Board of Directors who did participate in such
decision unanimously recommended the Offer.
(6) Any US regulated activity will be conducted by
SEB Securities Inc. pursuant to Rule 15-a-6 promulgated under the
Securities Exchange Act.
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SOURCE Amgen