STOCKHOLM, Aug. 12, 2021 /PRNewswire/ -- Calliditas
Therapeutics AB (publ) ("Calliditas" or the "Company") (Nasdaq
Stockholm – CALTX; Nasdaq – CALT), a biopharma company focused on
identifying, developing and commercializing novel treatments in
orphan indications, hereby announces its intention to carry out a
directed issue of common shares of approximately SEK 300 million to Swedish and international
institutional investors and sector specialist investors (the
"Issue").
The Issue in brief
The Issue is intended to be carried out with deviation from the
shareholders' preferential rights in accordance with the
authorization granted by the Annual General Meeting on May 27, 2021. The subscription price and the
total number of new shares in the Issue will be determined through
an accelerated book building procedure, which will commence
immediately following this press release. The completion, pricing
and allocation of the new shares is expected to take place before
the beginning of trading on Nasdaq Stockholm at 09.00 CEST on
August 13, 2021. By establishing the
subscription price in the Issue through an accelerated book
building procedure, it is the assessment of the Board of Directors
that the subscription price will accurately reflect current market
conditions and demand. The closing, pricing and allocation in the
book building procedure is at the discretion of the Company and may
be cancelled at any time. The Company will announce the outcome of
the Issue in a subsequent press release after the book building
procedure has been completed.
The Company intends to use the net proceeds from the Issue
for:
i. ongoing clinical
development;
ii. pre-commercial
development in the United
States;
iii. commercial
activities for Nefecon, if approved for marketing by the FDA later
this year; and
iv.
general corporate purposes.
The Company believes that using the flexibility provided by a
non-pre-emptive placing is the most appropriate and optimal
transaction structure at this time in order to raise capital for
the development of ongoing projects in a time and cost-effective
manner. Moreover, the Company will further strengthen the
shareholder base with Swedish and international institutional
investors and sector specialist investors.
In connection with the Issue, the Company has agreed to a
lock-up undertaking, with customary exceptions, on future share
issuances for a period of 90 days. In addition, members of the
Board of Directors and management of Calliditas, who owns shares or
warrants, have, in connection with the Issue, agreed not to sell
any shares in the Company during a lock-up period of 90 days
subject to customary exceptions.
Advisers
In conjunction with the Issue, the Company has engaged Jefferies
GmbH, Carnegie Investment Bank AB (publ) and Kempen & Co as
Joint Global Coordinators and Joint Bookrunners. Vinge act as legal
adviser to the Company and Baker McKenzie act as legal adviser to
the Banks.
For further information, please contact:
Renée Aguiar-Lucander, CEO at Calliditas
E-mail: renee.lucander@calliditas.com
Marie Galay, Corporate
Communications and IR
Tel.: +44 7955 129 845, e-mail: marie.galay@calliditas.com
The information in the press release is inside information
that Calliditas is obliged to make public pursuant to the EU Market
Abuse Regulation. The information was submitted for publication,
through the agency of the contact persons above, on August 12, 2021 at 17:57 (CEST).
About Calliditas
Calliditas Therapeutics is a biopharma company based in
Stockholm, Sweden focused on
identifying, developing and commercializing novel treatments in
orphan indications, with an initial focus on renal and hepatic
diseases with significant unmet medical needs. Calliditas' lead
product candidate, Nefecon, is a proprietary, novel oral
formulation of budesonide, an established, highly potent local
immunosuppressant, for the treatment of adults with the autoimmune
renal disease primary IgA nephropathy (IgAN), for which there is a
high unmet medical need and there are no approved treatments.
Calliditas has recently read out topline data from Part A of its
global Phase 3 study in IgAN and, if approved, aims to
commercialize Nefecon in the United
States. Calliditas is also planning to start clinical trials
with NOX inhibitors in primary biliary cholangitis and head and
neck cancer. Calliditas is listed on Nasdaq Stockholm (ticker:
CALTX) and the Nasdaq Global Select Market (ticker: CALT).
Important information
The release, announcement or distribution of this press release
may, in certain jurisdictions, be subject to restrictions. The
recipients of this press release in jurisdictions where this press
release has been published or distributed shall inform themselves
of and follow such restrictions. The recipient of this press
release is responsible for using this press release, and the
information contained herein, in accordance with applicable rules
in each jurisdiction. This press release does not constitute an
offer, or a solicitation of any offer, to buy or subscribe for any
securities in Calliditas in any jurisdiction, neither from
Calliditas nor from someone else.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the new shares. Any investment
decision in connection with the Directed Share Issue must be made
on the basis of all publicly available information relating to the
Company and the Company's shares. Such information has not been
independently verified by the Joint Bookrunners. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this announcement
or its accuracy or completeness. The Joint Bookrunners are acting
for the Company in connection with the transaction and no one else
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for giving
advice in relation to the transaction or any other matter referred
to herein.
This announcement does not constitute a recommendation
concerning any investor's option with respect to the Directed Share
Issue. Each investor or prospective investor should conduct his,
her or its own investigation, analysis and evaluation of the
business and data described in this announcement and publicly
available information. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance.
This press release does not constitute or form part of an offer
or solicitation to purchase or subscribe for securities in
the United States. The securities
referred to herein may not be sold in the
United States absent registration or an exemption from
registration under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold within
the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. There is no intention to register any securities referred to
herein in the United States or to
make a public offering of the securities in the United States. The information in this
press release may not be announced, published, copied, reproduced
or distributed, directly or indirectly, in whole or in part, within
or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South
Africa, the United States
or in any other jurisdiction where such announcement, publication
or distribution of the information would not comply with applicable
laws and regulations or where such actions are subject to legal
restrictions or would require additional registration or other
measures than what is required under Swedish law. Actions taken in
violation of this instruction may constitute a crime against
applicable securities laws and regulations.
This press release is not a prospectus for the purposes of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 (the
"Prospectus Regulation") and has not been approved by any
regulatory authority in any jurisdiction. Calliditas has not
authorized any offer to the public of shares or rights in any
member state of the EEA and no prospectus for an offering has been
or will be prepared in connection with the Directed Share Issue. In
any EEA Member State, this communication is only addressed to and
is only directed at qualified investors in that Member State within
the meaning of the Prospectus Regulation.
In the United Kingdom, this
document and any other materials in relation to the securities
described herein is only being distributed to, and is only directed
at, and any investment or investment activity to which this
document relates is available only to, and will be engaged in only
with, "qualified investors" who are (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order; or (iii) any other
person to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons"). In the
United Kingdom, any investment or
investment activity to which this communication relates is
available only to, and will be engaged in only with, relevant
persons. Persons who are not relevant persons should not take any
action on the basis of this press release and should not act or
rely on it.
Forward-looking statements
This press release contains forward-looking statements that
reflect the Company's intentions, beliefs, or current expectations
about and targets for the Company's future results of operations,
financial condition, liquidity, performance, prospects, anticipated
growth, strategies and opportunities and the markets in which the
Company operates. Forward-looking statements are statements that
are not historical facts and may be identified by words such as
"believe", "expect", "anticipate", "intend", "may", "plan",
"estimate", "will", "should", "could", "aim" or "might", or, in
each case, their negative, or similar expressions. The
forward-looking statements in this press release are based upon
various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, it
can give no assurances that they will materialize or prove to be
correct. Because these statements are based on assumptions or
estimates and are subject to risks and uncertainties, the actual
results or outcome could differ materially from those set out in
the forward-looking statements as a result of many factors. Such
risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the
expectations expressed or implied in this release by such
forward-looking statements. The Company does not guarantee that the
assumptions underlying the forward-looking statements in this press
release are free from errors and readers of this press release
should not place undue reliance on the forward-looking statements
in this press release. The information, opinions and
forward-looking statements that are expressly or implicitly
contained herein speak only as of its date and are subject to
change without notice. Neither the Company nor anyone else
undertake to review, update, confirm or to release publicly 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 it is not required by law or Nasdaq
Stockholm's rule book for issuers.
Information to distributors
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 Calliditas 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 Calliditas may decline and
investors could lose all or part of their investment; the shares in
Calliditas offer no guaranteed income and no capital protection;
and an investment in the shares in Calliditas 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 Directed Share Issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
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
Calliditas.
Each distributor is responsible for undertaking its own target
market assessment in respect of the shares in Calliditas and
determining appropriate distribution channels.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD
REQUIRE REGISTRATION OR ANY OTHER MEASURES.
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