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Hansa Medical Announces Closing of SEK 453 / $50 Million Directed Share Issue

11/14/2018

Lund, Sweden, November 14, 2018-Hansa Medical AB (publ) (Nasdaq Stockholm:HMED) ('Hansa Medical' or the 'Company'), the leading biopharma company focusing on inhibition of immunoglobulin G (IgG)-mediated immunopathologies, today announced the closing of a directed share issue consisting of 1,776,765 ordinary shares at a price of SEK 255 per share. The share issue will raise proceeds to the Company of SEK 453 / $50 million before issue costs. The share issue was significantly oversubscribed due to high demand from US, UK, Swiss and Swedish institutional investors including Consonance Capital, Redmile Group, Polar Capital and HBM Partners. In connection with the share issue, the Company's largest shareholder Nexttobe AB ('Nexttobe') also sold part of its stake corresponding to 888,382 ordinary shares in Hansa Medical at the same price as the share issue.

The intention to carry out the share issue was announced on November 13, 2018, after market close. Accordingly, the board of directors has now resolved to issue shares to a select number of international and Swedish long-term investors and international sector specialist funds on the basis of an accelerated book building process conducted by Cowen and Company, RBC Capital Markets and Skandinaviska Enskilda Banken.

Søren Tulstrup, President and Chief Executive Officer of Hansa Medical, said: 'With strong clinical results for imlifidase in kidney transplantation in hand, we are now preparing to file for regulatory approval in the U.S. and Europe. This funding will enable us to accelerate our commercial preparations for the potential launch of imlifidase and continue advancing the development of Hansa Medical's other pipeline projects. We are well positioned to bring our unique treatment to market and build a global biopharma enterprise around our proprietary program of immunomodulatory enzymes for organ transplantation and acute autoimmune conditions.'

The proceeds will be used to accelerate preparation for commercialization of imlifidase in kidney transplantation and for continued development of the Company's existing pipeline. More specifically, the proceeds will enable the Company to:

  • Fund Hansa Medical's ongoing commercial build-up, including expanding the salesforce, in preparation for the potential launch of imlifidase in kidney transplant;
  • Fund the Company's ongoing R&D efforts, including development of imlifidase for additional indications such as antibody-mediated kidney transplant rejection (AMR), Guillain-Barré syndrome (GBS) and anti-GBM disease (GBM);
  • Continue to invest in the Company's development of next generation IgG-eliminating enzymes for repeat dosing; and
  • Fund working capital and general corporate purposes

The reasons for the deviation from the shareholders' pre-emption rights are that the Company shall, in a timely manner, be able to secure the Company's capital requirements for the operations, as well as to broaden the ownership structure of the Company with institutional investors.

The directed issue will result in an increase of the number of ordinary shares in Hansa Medical by 1,776,765, from 38,183,125 to 39,959,890, and an increase of the share capital by SEK 1,776,765, resulting in a dilution of approximately 4.65 per cent for Hansa Medical's existing shareholders after the directed issue.

Subject to customary exceptions, the Company has agreed to a lock-up until the period ending 180 days, while the management and board members of the Company have agreed to a lock-up until the period ending 90 days after the share issue.

The share issue was significantly oversubscribed due to high demand from US, UK, Swiss and Swedish institutional investors including Consonance Capital, Redmile Group, Polar Capital and HBM Partners. In connection with the share issue, Nexttobe also sold part of its stake corresponding to 888,382 ordinary shares in Hansa Medical at the same price as the share issue to a select number of international and Swedish long-term investors and international sector specialist funds. Following the secondary sale, Nexttobe owns 5,755,379 ordinary shares in Hansa Medical, representing 14.4 per cent of the total number of ordinary shares after the directed share issue. Nexttobe has agreed to a lock-up period of 120 days after the share issue.

In conjunction with the share issue, the Company engaged Cowen and Company, RBC Capital Markets and Skandinaviska Enskilda Banken as joint bookrunners, as well as Advokatfirman Vinge as legal adviser and Zonda Partners as adviser. White&Case acted as legal adviser to the banks in connection with the issue.

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