The Swedish Companies Registration Office has today authorised Magle Chemoswed Holding AB ("Magle Group") to implement the merger plan regarding the merger between Magle Group and Amniotics AB (publ) ("Amniotics") (the "Merger"). The record date for receipt of merger consideration in the Merger will be 1 October 2024 and the last day of trading in Amniotics' shares will be 27 September 2024.
The Swedish Companies Registration Office is expected to register the Merger on 7 October 2024. In connection with the registration of the Merger, Amniotics will be dissolved, and all its assets and liabilities will be transferred to Magle Group.
As a result of the Swedish Companies Registration Office's authorisation to implement, and upcoming registration of the Merger, Amniotics will be delisted from Nasdaq First North Growth Market. The last day of trading in Amniotics' shares on Nasdaq First North Growth Market will be 27 September 2024.
In connection with the registration of the Merger by the Swedish Companies Registration Office, the shareholders who are registered in Amniotics' share register, as of the record date on 1 October 2024, will receive merger consideration. For six thousand eight hundred (6,800) shares in Amniotics, one (1) share in Magle Group will be received. Amniotics' shareholders are expected to receive shares in Magle Group, i.e. the merger consideration, on or about 8 October 2024. Trading in Magle Group's shares will take place as usual and will not be affected by the merger process.
Timeline
| Last day of trading in Amniotics' shares on Nasdaq First North Growth Market | 27 September 2024 |
| Record date for receipt of merger consideration | 1 October 2024 |
| The Swedish Companies Registration Office registers the Merger | 7 October 2024 |
| Delivery of consideration shares commences | Around 8 October 2024 |
Advisors
Vator Securities AB is financial advisor in connection with the Merger. Advokatfirman Schjødt is legal advisor to Magle Group, and Setterwalls Advokatbyrå AB is legal advisor to Amniotics, in connection with the Merger.
For other enquiries, please contact:
Magle Group
Justin Pierce, CEO
Email: justin.pierce@maglechemoswed.com
Telephone: +46 (0)70 593 58 21
Amniotics
Marcus Larsson, CEO
Email: ml@amniotics.com
Telephone: +46 (0) 763 08 40 91
For administrative questions regarding the Merger, please contact your bank or the nominee registered as holder of your shares.
About Magle Group
The Magle Group aims to establish itself as a leader in high-quality life-changing healthcare innovations to meet medical needs through scientific excellence. The Magle Group is founded on strategic acquisitions aimed at driving growth and diversifying risk. Today, the Group includes two operational areas. Magle Chemoswed - a contract development and manufacturing organization (CDMO) with a strong reputation for its high-quality development and manufacturing expertise and Magle PharmaCept - an established sales and marketing company for development and direct sales of the Groups medical technology products. Learn more on www.maglechemoswed.com and https://maglegroup.com/ and www.maglepharmacept.com.
Vator Securities is the Company's certified adviser on Nasdaq First North Growth Market and can be reached at ca@vatorsec.se or +46 (0)8-580 065 99.
About Amniotics
Amniotics AB (publ) is a clinical stage biotech company, developing innovative therapies, based on amniotic fluid derived stem cells. The company develops therapies to treat diseases where effective treatments are currently lacking. Amniotics has an established GMP-facility, approved and licensed by the Swedish Medical Products Agency. The company has capabilities as a Contract Development and Manufacturing Organization (CDMO) for other biotech companies. Amniotics is headquartered in Lund, Sweden. The company is listed at Nasdaq First North Growth Market in Stockholm. Amniotics Certified Adviser at First North is Redeye AB. Learn more at www.amniotics.com.
Important information
In the information below, "this press release" refers to this document, its content or part thereof, oral presentations, question papers and written or oral material discussed or distributed in connection therewith. This press release is not a notice to attend an extraordinary general meeting or a merger document. This press release is also not an offer to sell, or a solicitation or invitation to submit an offer to buy, acquire or subscribe for, securities, or an incentive to make any investment, and there will be no sale of securities in jurisdictions where such an offer, request or sale would be prohibited without registration or qualification under such jurisdiction's securities law. Decisions regarding the Merger shall be made solely on the basis of information stated in the merger document relating to the Merger, and to independent analyses of the information therein. You should read the merger document, which is available on Magle Group's and Amniotics' webpages: www.maglegroup.com and www.amniotics.com, to obtain more complete information on the Merger. You should also do an independent analysis of the information contained therein and the merger document before making an investment decision.
