STOCKHOLM, Sweden--(BUSINESS WIRE)--Regulatory News:
At the Extraordinary General Meeting of shareholders of Recipharm AB (publ) (the ”Company”), held on Thursday, 11 September 2014, the following resolutions were adopted:
Resolution to authorise the Board of Directors to resolve on the issue of convertible bonds On 18 August 2014, Recipharm AB entered into a share purchase agreement with the shareholders of Corvette Group S.p.A. and LIO Immobiliare S.r.l. whereby Recipharm is acquiring all shares in these companies at an estimated purchase price of EUR 100 million. The purchase price will be paid for by 50 per cent in cash and 50 per cent in the form of convertible bonds entitling the holders to convert the bonds into Class B shares of Recipharm. The conversion price is SEK 91.10 at a fixed exchange rate SEK/EUR of 9.168. The bonds carry no interest and are due one year from the closing date, which is expected to take place around 1 October 2014. Based on the estimated purchase price and assuming full conversion, the new shares would represent close to 12 per cent of the share capital and approximately 3.2 per cent of the votes.
The General Meeting resolved to authorise the Board of Directors to resolve, on one or several occasions prior to the next Annual General Meeting, to issue convertible bonds that could be converted into Class B shares of Recipharm for payment in kind in form of the shares in Corvette Group S.p.A. and LIO Immobiliare S.r.l.
Resolution to authorise the Board of Directors to resolve on the issue of Class B shares and/or convertible bonds In addition to the authorisation according to item 7 above, the General Meeting also resolved to authorise the Board of Directors to resolve, on one or several occasions prior to the next AGM, to issue shares and/or convertible bonds for payment in kind or by way of set-off, that involve the issue of or conversion into up to 3,700,000 Class B shares, corresponding to a dilution of approximately 9.9 per cent of the share capital and approximately 2.4 per cent of the votes based on the current number of shares in the Company.
The purpose of the authorisation is to enable the Company to use its own shares and/or convertible bonds to make payments in connection with acquisitions of companies or businesses which the Company may undertake or to settle any deferred payments related to such acquisitions. In connections with issue of shares and/or convertible bonds with payments by way of set-off to settle deferred payments, the Board of Directors shall be authorised to issue shares and/or convertible bonds with deviation from the shareholders’ preferential rights. The basis for the issue price shall be the market price of the share at the time when shares and/or convertible bonds are issued.
Recipharm is a leading CDMO (Contract Development and Manufacturing Organisation) in the pharmaceutical industry based in Sweden employing some 1,500 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and pharmaceutical product development. Recipharm currently manufactures more than 200 different products to both Big Pharma and smaller research- and development companies. Recipharm’s turnover is approximately SEK 2.1 billion and the Company operates development and manufacturing facilities in Sweden, France, the UK, Germany and Spain and is headquartered in Jordbro, Sweden. The Recipharm B-share (RECI B) is listed on Nasdaq OMX Stockholm. For more information on Recipharm and our services, please visit www.recipharm.com.
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