NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER ACTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SIVERS SEMICONDUCTOR AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
NEW YORK, Jan. 15, 2025 /PRNewswire/ -- Sivers Semiconductors AB ("Sivers Semiconductors" or the "Company") hereby announces its intention to carry out a directed issue of ordinary shares corresponding to approximately SEK 105 million, to Swedish and international institutional, and other qualified, investors, through an accelerated book-building procedure (the "Directed Share Issue"). Sivers Semiconductors has appointed Pareto Securities AB to act as Sole Manager and Bookrunner in connection with the Directed Share Issue (the "Manager").
The Directed Share Issue
The Directed Share Issue is intended to be carried out with deviation from the shareholders preferential rights and is resolved upon by the Board of Directors, partly pursuant to the authorization granted by the annual general meeting on 15 May 2024 and partly subject to subsequent approval by an extraordinary general meeting. Therefore, the Directed Share Issue is divided into two separate tranches. The first tranche will consist of up to 26,100,000 shares that may be issued within the authorization resolved by the annual general meeting on 15 May 2024 ("Tranche 1"). The second tranche will be issued to certain members of the board of directors and management of the Company, as well as a pre-agreed investor ("Tranche 2"). Tranche 2 is subject to approval from the subsequent extraordinary general meeting (the "EGM"). Notice to the EGM will be published through a separate press release. The completion of Tranche 1 is not conditional upon the completion of Tranche 2 and settlement is expected to take place on or about 20 January 2025 on a delivery versus payment basis. The Directed Share Issue will encompass shares corresponding to approximately SEK 105 million in total.
Members of the board and management of the Company will not participate in the accelerated bookbuilding process for Tranche 1. Due to Chapter 16 of the Swedish Companies Act (2005:551) (the so-called Leo rules), any portion of the Directed Share Issue that may potentially be allocated to members of the board and management of the Company will require approval from an extraordinary general meeting with the support of at least nine tenths of both the votes cast and the shares represented at the meeting. As a result, any portion of the Directed Share Issue potentially allocated to members of the board and management of the Company will be included in Tranche 2. Additionally, an external investor has indicated their interest to participate in Tranche 2 provided that the Board of Directors resolves on the Directed Share Issue.
The subscription price and allocation of shares in the Directed Share Issue will be determined through an accelerated bookbuilding procedure regarding Tranche 1, which will commence immediately after publication of this press release and is expected to end prior to the commencement of trading on Nasdaq Stockholm on 16 January 2025. The total number of shares issued, the subscription price and allotment in the accelerated bookbuilding procedure will be determined by Sivers Semiconductors in consultation with the Manager. The Company will inform about the outcome of the Directed New Share Issue in a press release when the bookbuilding procedure has been completed. The bookbuilding procedure can, if the Company or the Manager chooses to do so, end earlier or later and can at any time be cancelled, thus the Company can, in whole or in part, refrain from executing the Directed New Share Issue.
The Company has outstanding debt amounting to SEK 132 million, of which SEK 119 million with Fenja Capital and partners, maturing on 30 May 2025. Fenja Capital and partners have the right to request a rights issue upon default if no other arrangements can be agreed upon. Sivers Semiconductors is in discussions with both existing and potential new lenders regarding the refinancing of the outstanding debt facility. The remaining SEK 13 million falls due at the completion of the Directed Share Issue.
Background and reasons
The proceeds from the Directed Share Issue are intended to be used to as follows: i) supporting essential customer product development efforts to meet specific client requirements and drive tailored solutions, ii) facilitating key product and process qualifications and manufacturing readiness to ensure seamless production ramp support with quality and compliance, iii) establishing and strengthening sales and applications support in the US to capture growth opportunities in a key geography, and iv) launching a broad market product portfolio to enhance core offerings and expand market reach.
Deviation from the shareholders' pre-emptive rights
In respect of the proposed share issue, the Board of Directors of the Company has made an overall assessment and carefully considered the possibility of raising capital through a share issue with preferential rights for the Company's shareholders. The Board of Directors considers that the reasons for deviating from the shareholders' preferential rights are (i) to diversify and strengthen the Company's shareholder base with institutional investors in order to enhance the liquidity of the Company's shares, (ii) that a rights issue would take significantly longer to implement and entail a higher risk of a negative effect on the share price, especially in light of the current volatile and challenging market conditions, and (iii) that the implementation of a directed share issue can be done at a lower cost and with less complexity than a rights issue. Considering the above, the Board of Directors has made the assessment that a directed new issue of ordinary shares with deviation from the shareholders' preferential rights is the most favorable alternative for the Company to carry out the capital raising.
As the subscription price in the Directed Share Issue will be determined through a book building procedure, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.
Extraordinary general meeting
Provided that the Board of Directors resolves on the Directed Share Issue, a notice of an extraordinary general meeting will be published to approve Tranche 2, which is not based on the authorization of the annual general meeting. The notice is expected to be published shortly after the announcement of the result of the accelerated book building procedure.
Lock-up undertakings
Subject to the completion of the Directed Share Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 180 calendar days after the closing of the Directed Share Issue. In addition, shareholding members of the Board of Directors and the executive management of Sivers Semiconductors have agreed not to sell any shares in the Company for a period of 90 days after the closing of the Directed Share Issue, subject to customary exceptions.
Advisers Pareto Securities AB is acting as Sole Manager and Bookrunner and Setterwalls Advokatbyrå AB is legal adviser to the Company connection with the Directed Share Issue.
For more information, please contact: Vickram Vathulya CEO, Sivers Semiconductors Phone: +46 (0)8 703 68 00 Email: ir@sivers-semiconductors.com
This information is such insider information that Sivers Semiconductors AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 15 January 2025 at 17:31 CET.
About Sivers Semiconductors
We are Critical Enablers of a Greener Data Economy with Energy Efficient Photonics & Wireless Solutions. Our differentiated high precision laser and RF beamformer technologies help our customers in key markets such as AI Data Centers, SATCOM, Defense and Telecom solve essential performance challenges while enabling a much greener footprint. Visit us at: www.sivers-semiconductors.com. (SIVE.ST)
Important information
This announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), United States, Australia, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction in which publication, release or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement 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. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. 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.
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" (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), 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.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Directed Share Issue is being made in the United States, Sweden or elsewhere.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Pareto Securities AB, or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The distribution of this announcement and the offering of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by the Company, Pareto Securities AB or any of their respective affiliates that would, or which is intended to, permit an offering of the securities in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to the securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Pareto Securities AB to inform themselves about, and to observe, such restrictions.
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 the Directed Share Issue. Any investment decision to buy shares in the Directed Share Issue must be made solely on the basis of publicly available information, which has not been independently verified by Pareto Securities AB.
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor's option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law or the Nordic Main Market Rulebook for Issuers, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
