CareDX, Inc.: CareDx Announces a Revised Timeline for its Recommended Offer to All Shareholders in Allenex

STOCKHOLM--()--Regulatory News:

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, Hong Kong, Japan, Canada, 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.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States, and will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden

CareDx, Inc. (NASDAQ: CDNA) (“CareDx”) announces a revised timeline for its recommended public offer (the “Offer”) to the shareholders of Allenex AB (publ) (“Allenex”). The previously communicated indicative timeline announced on February 9, 2016 was based on receiving approval from the Swedish FSA and therefore publishing of the offer document on February 29, 2016. Following recent changes in the working capital financing available to CareDx post closing of the Offer that need to be reflected in the offer document and the associated required additional reviews by CareDx’ Swedish and U.S. auditors, approval and publishing of the offer document is now expected to occur by March 7, 2016. Based on this, the indicative timeline for the Offer has been revised accordingly.

Revised indicative timeline

· March 7, 2016: Estimated date for publication of the offer document

· March 8, 2016 – March 29, 2016: Estimated acceptance period

· April 13, 2016: Estimated date of settlement

The estimated date of settlement takes into account that the date for filing of CareDx' Annual Report on Form 10-K with the SEC for the fiscal year ended December 31, 2015 may occur towards the end of the estimated acceptance period, which would require CareDx to publish a supplement to the offer document. The publication of such a supplement may delay CareDx announcement of the result of the Offer and therefore the settlement of the Offer. CareDx reserves the right to extend the acceptance period as well as to postpone the date of settlement. CareDx will announce any extension of the acceptance period and/or postponement of the date of settlement by a press release in accordance with applicable laws and regulations.

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Brisbane, California, USA February 29, 2016 (CET)

CareDx, Inc.

The Board of Directors

CareDx discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on February 29, 2016, 07:30 a.m. CET.

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Information about the Offer

Information about the Offer is made available at: www.caredx.com.

Important information

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

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 an additional offer document be prepared or registration effected or that any other measures be taken in addition to those required under Swedish and regulations. This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country, any such action will not be permitted or sanctioned by CareDx. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States, and will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the U.S. Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, 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, Hong Kong, Japan, Canada, New Zealand or South Africa or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or to any Australian, Hong Kong, Japanese, Canadian, New Zealand or South African persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, 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, Hong Kong, Japanese, Canadian, New Zealand or South African person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. CareDx will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

The acceptance period for the Offer for shares of Allenex described in this communication has not commenced.

In connection with the proposed combination of CareDx and Allenex, an offer document related to the Offer will be filed with and published by the SFSA. Shareholders of Allenex should read the above referenced documents and materials carefully when such documents and materials become available, as well as other documents filed with the SFSA, because they will contain important information about the transaction.

Forward-looking information

Statements in this press release relating to future events, status and circumstances, including statements regarding future financial or operating performance, development, commercial activities, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates," "expects," "believes," continue," "intends," "target," "projects," "contemplates," "plans," "seeks," "estimates," "could," "should," "feels," "will," "would," "may," "can," "potential" or similar expressions or variations, or the negative of these terms. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to a variety of factors, many of which are outside the control of CareDx. These risks and uncertainties include the risk that the closing conditions are not satisfied, and that the transaction may not close; that Allenex’ and CareDx’ businesses will not be integrated successfully; that synergies will not be realized or realized to the extent anticipated; that the combined company will not realize its financing or operating strategies; that products launched by the combined company are not successfully commercialized or commercialization efforts are slower than anticipated; that the benefits of complementary product portfolios are not be realized; that litigation in respect of either company or the transaction could arise; that disruption caused by the combined company make it difficult to maintain certain strategic relationships; and that interest in current product offerings is not sustained and the combined company is unable to maintain current revenue levels. These risks and uncertainties also include those risks and uncertainties stated in CareDx’ filings with the U.S. Securities and Exchange Commission located at www.sec.gov and that will be discussed in the offer document to be filed with the SFSA at a future date by CareDx. CareDx cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. Any forward-looking statements contained in this press release speak only as of the date on which they were made and CareDx has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

This information was brought to you by Cision http://news.cision.com

Contacts

Media (US):
CareDx – Molly Martell
+1 415 287 2397
mmartell@caredx.com
or
Investors (Europe):
ABG Sundal Collier – Sebastian Alexanderson
+46 856 628 679
sebastian.alexanderson@abgsc.se
or
Investors (US):
Westwicke – Leigh Salvo
+1 415 513 1281
leigh.salvo@westwicke.com

Contacts

Media (US):
CareDx – Molly Martell
+1 415 287 2397
mmartell@caredx.com
or
Investors (Europe):
ABG Sundal Collier – Sebastian Alexanderson
+46 856 628 679
sebastian.alexanderson@abgsc.se
or
Investors (US):
Westwicke – Leigh Salvo
+1 415 513 1281
leigh.salvo@westwicke.com