THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, RELEASED, OR PUBLISHED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEELAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL UNDER APPLICABLE LAWS OR REGULATIONS, OR DEMAND ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE REFER TO "IMPORTANT INFORMATION" OF THIS PRESS RELEASE
Qualisys Holding AB (publ) ("Qualisys" or the "Company"), a leading developer and manufacturer of comprehensive solutions for motion capture, today announces the outcome of the offering of shares in the Company (the "Offering") in connection with the listing of the Company's shares on Nasdaq First North Premier Growth Market (the "Listing"). The Offering attracted a very strong interest from institutional investors and the general public, and the Offering was heavily oversubscribed. Trading on Nasdaq First North Premier Growth Market commences today, February 21, 2025.
The Offering in brief
- The price per share in the Offering was, as previously communicated, set to SEK 76, corresponding to a market value of the Company's shares of approximately SEK 760 million.
- The Offering comprised a maximum of 4,510,800 existing shares (excluding the Overallotment Option) which are offered by Vätterledens Invest Aktiebolag ("Vätterledens Invest"), Cilix AB, Fredrik Müller Invest AB and MLOne AB (together the "Selling Shareholders"). The Company is financing its growth with its own funds and has not raised any capital in connection with the Listing.
- To cover any over-allotment in connection with the Offering, Vätterledens Invest has issued an option to Avanza Bank AB (publ) ("Avanza") to sell an up to an additional 676,620 shares, corresponding a maximum of 15 percent of the total number of shares in the Offering ("the "Overallotment Option"). Provided that the Overallotment Option is fully exercised, the Offering will consist of up to 5,187,420 shares.
- The total value of the Offering amounts to approximately SEK 343 million provided full subscription. If the Overallotment Option is fully exercised, the total value of the Offering will amount to approximately SEK 394 million.
- Vätterledens Invest intends to retain a significant portion of its shareholding, corresponding to approximately 30.1 percent of the Company's shares (if the Overallotment Option is fully exercised), and remain an engaged and long-term shareholder following the Listing.
- In connection with the Offering, Vätterledens Invest, along with all other shareholding board members and members of the management, have entered into customary lock-up undertakings, agreeing not to sell their shares within 365 days from the Listing.
- Ramhill AB, Andra AP-fonden, Edastra AB, Handelsbanken Fonder AB, Prior & Nilsson Fond- och Kapitalförvaltning AB, Investment AB Spiltan och Swedbank Robur Fonder AB have together acquired shares in the Offering at the Offering Price for a total amount of approximately SEK 151 million.
- Trading in Qualisys shares on Nasdaq First North Premier Growth Market commences today, February 21, 2025, under the trading symbol (ticker) "QSYS". The trade is conditional up to the settlement date of February 25, 2025.
Ingemar Pettersson, CEO of Qualisys, comments:
"I am incredibly happy to see the strong interest in investing in Qualisys from institutions as well as the public. The listing is an important milestone, and I am proud of what Qualisys has achieved so far. I am confident that we have favorable conditions to continue delivering profitable and stable growth. I look forward to work alongside my colleagues, our customers, and both new and existing shareholders to further develop the business in true Qualisys spirit, which has proven to be a recipe for success."
About Qualisys
Qualisys is a Swedish technology company based in Gothenburg, with over 35 years of experience in the development and distribution of comprehensive motion capture systems. The Company has established itself as a global leader within the motion capture technology market[1], with proprietary solutions for collecting, processing, and analysing large amounts of motion data with high precision in a powerful, reliable, and user-friendly platform. Qualisys distribute their solutions globally across three main business areas: Life sciences, Engineering, and Entertainment. Each business area has multiple fields of applications, including sports biomechanics for analysing athletic techniques in order to enhance performance and prevent injuries, biomechanical research for gait and posture, industrial applications for process efficiency, robotic development, and sensor calibration, as well as animation for film production and game development. All product development is conducted in-house and has successfully resulted in a wide range of products tailored for customers with different purposes. Regardless of end customer and application, Qualisys' software and hardware solutions are together the core of the Company's customer offer.
Stabilisation
In connection with the Offering, Avanza (the "Stabilisation Manager") may engage in transactions for the purposes of stabilizing, maintaining or otherwise support the market price of the Company's shares at a level above that which might otherwise prevail in the open market. Such stabilization transactions may be engaged on Nasdaq First North Premier Growth Market, the OTC market, or otherwise, and may take place at any time during the period beginning on the first day of trading in the shares on Nasdaq First North Premier Growth Market and ending no later than 30 calendar days thereafter. However, the Stabilisation Manager has no obligation to conduct stabilisation measures, and there is no guarantee that stabilization measures will be carried out. Under no circumstances will transactions be conducted at a price higher than the Offering price.
The Stabilisation Manager may utilise the Overallotment Option to over allocate shares to facilitate stabilisation measures. If stabilisation measures are undertaken, they may be discontinued at any time without prior notice but must be terminated no later than within the aforementioned 30-day period. The Stabilisation Manager must, no later than the end of the seventh trading day after stabilisation transactions have been conducted, in accordance with Article 5.4 of the Market Abuse Regulation (EU) 596/2014 (MAR) and Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been carried out. Within one week after the end of the stabilization measures were undertaken, the date that stabilization commenced, the laste date stabilization was conducted, and the price range within which stabilisation was carried out on each date that stabilisation transactions occurred.
Advisors
Avanza Bank AB (publ) is Sole Coordinator and Bookrunner in connection with the Offering and MAQS Advokatfirma AB is acting as legal advisor to Qualisys.
For more information, please contact:
Ingemar Pettersson, CEO
+46 31-336 94 18
Annelie Skafte Persson, CFO
+46 31-336 94 37
Qualisys' Certified Adviser is Svensk Kapitalmarknadsgranskning AB.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or the solicitation of an offer, to acquire or subscribe for shares or other securities issued by the Company, neither by the Company or anyone else, in any jurisdiction.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the offering referred to in this press release has been prepared and published by the Company. In any EEA Member State, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of the Prospectus Regulation.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Unites States, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Switzerland, Singapore, South Africa, South Korea, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares. Any investment decision to acquire or subscribe for shares in connection with the Offer must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the Sole Coordinator and Bookrunner. The Sole Coordinator and Bookrunner is acting for the Company in connection with the Offer and no one else and is not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Offer or any other matter referred to herein.
This press release does not constitute a recommendation for any investors' decisions regarding the Offer. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Growth Market's rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in the Company and determining appropriate distribution channels.
[1] MarketsandMarkets, 3D Motion Capture System Market, May 2024.
