Not for release, publication or distribution, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, Singapore, the United States or any other jurisdiction where such distribution of this press release would be subject to legal restrictions. June 14, 2017 Gothenburg, Sweden
Getinge plans guaranteed rights issue of approximately SEK 4 billion
Getinge is planning a new share issue of approximately SEK 4 billion to strengthen the Group’s balance sheet by reducing debt and thereby creating greater scope for action. Getinge’s Board of Directors will propose that an Extraordinary General Meeting authorizes the Board to resolve on a new share issue with preferential rights for Getinge’s shareholders. The entire rights issue is covered by a subscription and guarantee undertaking from Carl Bennet AB.
“Getinge is a strong company with healthy cash flows that could be used to strengthen the balance sheet. However, we want to be able to act faster to create greater scope for action, which is why I am guaranteeing the entire new share issue,” says Carl Bennet, Chairman of the Board of Getinge AB.
As previously announced, the Getinge Board is preparing a proposal on a structural change under which the Group will be divided into two businesses, Getinge and Arjo, to give each the best possible conditions for developing and realizing their potential. The work on the planned spin-off is proceeding according to the previously announced plan, and the final proposal is intended to be presented for a resolution at an Extraordinary General Meeting to be held at a later date.
Getinge’s Board of Directors acknowledges high potential in the organic and acquisition-driven agenda of both businesses. To ensure that the businesses have the capacity and readiness for capitalizing on development opportunities also in the short term, the Getinge Board proposes strengthening the capital structure on the basis of a new share issue with preferential rights for the company’s shareholders.
“Lower debt levels will give us financial strength and create favorable conditions for the operations going forward,” says Mattias Perjos, President & CEO of Getinge. “At the same time, we are continuing our efficiency-enhancement program with full speed.”
Guarantee and subscription undertaking
Getinge’s principal owner, Carl Bennet AB, representing 18.1% of the share capital and 48.9% of the number of votes in Getinge, has undertaken to vote in favor of and subscribe for its portion of the new share issue. Furthermore, in an agreement with Getinge, Carl Bennet AB has undertaken to subscribe for the shares that potentially are not subscribed and paid for by the remaining shareholders.
The Fourth Swedish National Pension Fund has expressed support for the right issue and has the intention to subscribe for its portion.
An Extraordinary General Meeting is scheduled to take place in August 2017 to resolve to authorize the Board to resolve on the new share issue. A more detailed timetable will be presented over the next month.
Getinge has appointed SEB Corporate Finance as financial advisor and Mannheimer Swartling as legal advisor in the rights issue.
This information will be followed by a conference call at 1:00 p.m. CET on June 14, led by President & CEO Mattias Perjos and CFO Reinhard Mayer.
To participate, please call:
Sweden: +46 (0) 8 5065 3942
UK: +44 (0) 330 336 9413
US: +1 719-325-2202
During the telephone conference a presentation will be held. The presentation will be available for download at https://www.getinge.com/int/about-us/investors/reports-presentations/2017/
Alternatively use the following Slide Assist Audience Link to take part of the presentation: https://slideassist.webcasts.com/starthere.jsp?ei=1151911
1:00 p.m. Introduction
1.15 p.m. Questions and answers
1.45 p.m. End of the conference
For further information, please contact:
Mattias Perjos, President & CEO
Phone: +46 (0)10 335 32 10
Reinhard Mayer, CFO
Phone: +46 (0)10 335 00 49
Lars Mattsson, Head of Investor Relations
Phone: +46(0)10 335 00 43
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Getinge AB.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares have or will be registered under the United States Securities Act of 1933 (“Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.
This press release may contain forward-looking statements which reflect Getinge AB’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.