09.09.2014 16:31:27
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Weifa ASA : Contemplated private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 9 September 2014
Weifa ASA (the "Company", ticker "WEIFA") has retained Carnegie AS and DNB Markets, a part of DNB Bank ASA (the "Managers") to advise on and effect an undocumented private placement of new shares directed towards Norwegian and international investors after the close of Oslo Stock Exchange today (the "Private Placement").
In the Private Placement, the Company is offering up to 144 million new shares, representing 9.98% of the outstanding capital of the Company following the registration of the new shares to be issued on or about 10 September 2014 in connection with the completion of the rights issue. The price in the Private Placement will be determined through an accelerated bookbuilding process. The minimum order and allocation in the Private Placement has been set to the number of shares that equals an aggregate purchase price of the EUR 100,000.
The net proceeds from the Private Placement will be used to fund strategic growth initiatives within the Company's Consumer Health and/or B2B business.
The bookbuilding period for the Private Placement opens today at 16:30 CET and closes 10 September 2014 at 08:00 CET. The Managers may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice.
The completion of the Private Placement is conditional upon all necessary corporate resolutions being validly made, including without limitation approval by the board of directors, who has an authorization to issue the new shares from an Extraordinary General Meeting held 5 August 2014. To facilitate delivery versus payment the shares in the Private Placement will be delivered by way of existing and unencumbered shares in the Company pursuant to a stock lending agreement entered into between the Managers and Strata Marine & Offshore AS. The shares are thus tradable from allocation. Settlement of the allocated shares in the Private Placement is expected to take place through a delivery versus payment transaction on or about 15 September 2014.
Contacts:
Gunnar Manum
CFO
+47 95 17 91 90
gunnar.manum@weifa.no
About Weifa:
Weifa ASA (formerly Aqualis ASA) has, through the recent acquisition of Weifa AS, become Norway's leading fully-integrated pharmaceutical company and a major supplier of active ingredients to the international pharmaceutical industry. Weifa currently has approx. 180 employees, is headquartered in Oslo and has two manufacturing plants in Kragerø in southern Norway. Weifa's Consumer Health business holds well-known Norwegian brands such as Paracet, Ibux and Paralgin Forte.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Carnegie is acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
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This announcement is distributed by Nasdaq OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Weifa ASA via Globenewswire
HUG#1854743
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