Ypsomed Holding AG publishes conditions of its capital increase
General Meeting of Shareholders approves capital increase - subscription period from June 25 to July 3, 2009
In response to a proposal from the Board of Directors of Ypsomed Holding AG, the General Meeting of Shareholders today decided to increase the share capital by CHF 80'115'008.25 to CHF 189'746'085.00. The increase will take the form of a rights offering, where payment of the new registered shares will be made partly in cash and partly be offset against the existing shareholder loan provided by Dr. h.c. Willy Michel and Techpharma Management AG, which he fully controls. The 1'405'526 new registered shares are being offered to existing shareholders of Ypsomed Holding AG by granting subscription rights. Eight existing shares entitle a shareholder to subscribe for one new share. The subscription price will be announced on Friday, July 3, 2009, after the stock market has closed, and it is anticipated that a discount of between 2% and 3% compared to prevailing market price will apply. The period for the exercise of subscription rights starts tomorrow, Thursday, June 25, 2009, and ends on Friday, July 3, 2009, at 12:00 noon CET. There will be no trading in subscription rights.
Majority shareholder Dr. h.c. Willy Michel has committed to acquiring all non-subscribed shares
Dr. h.c. Willy Michel has made a commitment to the company to fully exercise all subscription rights to which he is entitled to as part of the capital increase and accordingly to subscribe for the corresponding new registered shares. Furthermore, he has committed to acquiring, at the subscription price, all new registered shares that will not have been subscribed for by the end of the subscription period. The new registered shares will be entitled to the payment of dividends from the 2008/09 business year onwards and will consequently participate in the par value repayment of CHF 0.60 per registered share that today's General Meeting of Shareholders has resolved upon and that will take place in September 2009.
Innovative structure of the capital increase with an increase of the par value of the existing shares
In connection with the capital increase, part of the difference between the subscription price and the current par value will not be added to Ypsomed Holding AG's capital surplus but will be used to increase the par value of all existing registered shares by CHF 5.25 from CHF 9.75 to CHF 15.00. Chairman Dr. h.c. Willy Michel states, "I am very pleased that in particular all private investors of Ypsomed Holding AG are also able to benefit from this innovative capital increase through an increase of the par value. Thanks to this move, we will be able to make additional tax-free dividend payments to private Swiss investors in the future." Zürcher Kantonalbank is mandated as lead manager for the capital increase with a combined increase of the par value of the existing shares.
Capital increase further improves the equity ratio and secures the financing for the targeted growth
CEO Richard Fritschi explains the reasons behind the capital increase as follows: "Ypsomed intends to use the funds from the capital increase for continued internal and external growth, in particular for up-front investments in setting up production for new injection systems, as well as for the imminent market development for Bionime's new Pura(TM) blood glucose monitoring system in Europe. In connection with this, we are also currently examining a potential increase in our stake in Bionime." Through the conversion of part of the shareholder loan provided by the majority shareholder and Techpharma Management AG, a company fully controlled by him, Ypsomed is also increasing its equity base.
"This media release constitutes neither an offer to sell nor a solicitation to buy any securities, and it does not constitute a prospectus within the meaning of Article 652a of the Swiss Code of Obligations or within the meaning of the Listing Rules of SIX Swiss Exchange. Investors should take their investment decision to buy or subscribe to shares solely on the basis of a prospectus, and the offer of securities of Ypsomed Holding AG will be made solely by means of a prospectus to be published by the company which will be made available free of charge.
This media release is not being issued in the United States of America and must not be distributed to U.S. persons or publications with a general circulation in the United States. This media release does not constitute an offer or invitation to purchase any securities in the United States. The securities of Ypsomed Holding AG have not been registered under the United States securities laws and may not be offered, sold or delivered within the United States or to U.S. persons absent from registration under or an applicable exemption from the registration requirements of the United States securities laws. Investors are furthermore advised to consult their bank or financial advisor.
This media release contains specific forward-looking statements, e.g., statements including terms like "believe", "assume", "expect" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments."