Extraordinary General Meeting in Getinge authorized the Board to resolve on a rights issue of maximum SEK 2,000 million
At today’s Extraordinary General Meeting (”EGM”) of Getinge AB (“Getinge”), the Board of Directors was authorized to resolve – on one or several occasions up until the next Annual General Meeting – to increase Getinge’s share capital by way of issuing new shares with preferential right for Getinge’s shareholders. The Board is authorized to resolve to issue new shares to such an extent that the total proceeds of issue amount to a maximum of SEK 2,000 million, provided that new shares can be issued without amendments to the Articles of Association. The Board is entitled to establish all other terms of issue.
As previously announced, the Board intends to set the following principal terms for the rights issue:
• Subscription ratio: one (1) new Class A share and Class B share for each nine (9) existing Class A shares and Class B shares held, respectively
• Subscription price: SEK 83,50 per share
The rights issue, if fully subscribed, will raise proceeds to Getinge amounting to approximately SEK 1,990 million before deduction for costs related to the rights issue. A formal resolution on the rights issue, including the full terms, will be adopted by the Board once the authorization has been registered with the Swedish Companies Registration Office (Bolagsverket).
It is expected that the prospectus in respect of the rights issue can be made public at the end of November with the subscription period to be in December.
Getinge’s main shareholder, Carl Bennet AB, representing 18.0% of the capital and 48.8% of the votes in Getinge, has declared that the company will undertake to subscribe for its position of the planned rights issue as well as all shares not subscribed and paid for by other shareholders.
Financial and legal advisor
SEB Enskilda is financial advisor to Getinge. Mannheimer Swartling is legal advisor.
Getinge, November 14, 2008
Getinge AB (publ)
www.getingegroup.com
For further information:
Johan Malmquist, CEO
Ulf Grunander, CFO
+46 (0)35 15 55 00
The information is such that Getinge AB must disclose in accordance with the Swedish Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on November 14, 2008, at noon CET.
In certain jurisdictions, the publication or distribution of this press release may be subject to legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such legal restrictions.
This press release may not be published or distributed, directly or indirectly, in or to the United States, Canada, Australia, Hong Kong, Japan or any other country where such action is wholly or partially subject to legal restrictions. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933 ("Securities Act") or laws applicable in other jurisdictions.
This press release does not contain or constitute an invitation or an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Getinge AB. Any invitation to the persons concerned to subscribe for shares in Getinge AB will only be made through the prospectus that Getinge AB expects can be published at the end of November 2008, which prospectus will contain, among other things, financial statements as well as detailed information regarding Getinge AB's board and management
Neither of the subscription rights, the BTAs (interim shares) or the new shares will be registered in accordance with the Securities Act or any provincial act in Canada and may not be transferred or offered for sale in the United States or Canada or to persons resident there or on account of such persons other than in such exceptional cases that do not require registration in accordance with the Securities Act or any provincial act in Canada.
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