Ad hoc announcement pursuant to Art. 53 LRSeptember 22, 2021
medmix AG launches share offering and sets price range at CHF 37 to CHF 47 per share
- Sulzer’s Ltd. shareholders approved the spin-off of medmix AG (“medmix”) at the extraordinary shareholders’ meeting of Sulzer Ltd (“Sulzer”) held on September 20, 2021
- medmix is offering up to 7’000’000 new shares to be issued in a capital increase, targeting gross proceeds of approximately CHF 300 million
- The price range for the offered shares has been set at CHF 37 to CHF 47 per share
- The offer period will commence on September 22, 2021 and is anticipated to end on September 29, 2021
- Start of trading of the existing medmix shares on SIX Swiss Exchange is expected to take place on September 30, 2021, with the offered shares expected to commence trading on October 1, 2021.
The share offering comprises up to 7’000’000 new shares. medmix is targeting gross proceeds of approximately CHF 300 million.
The price range for the offered shares has been set at CHF 37 to CHF 47 per share.
The offering consists of a public offering in Switzerland, and international private placements outside Switzerland in accordance with applicable securities laws.
The offering is intended to fund further growth, increase trading liquidity through a higher free float and introduce new, healthcare-focused investors to medmix. medmix’ reference shareholder Tiwel Holding will not participate in the offering, which will increase the free float of medmix.
medmix has agreed to a lock-up period of six months after the settlement of the capital increase in connection with the offering. Furthermore, the company plans to expand its board of directors by proposing at least two additional independent members for election at the AGM in spring 2022.
Credit Suisse AG and UBS AG are acting as exclusive financial advisors to Sulzer in the context of the spin-off.
medmix resulted from Sulzer’s decision to spin off its Applicator Systems division and separately list it on SIX Swiss Exchange with a view to leveraging the business’ full potential as a global market leader in high-precision delivery devices serving the healthcare, industrial and consumer markets and to further accelerate its growth. The spin-off was executed in the form of a symmetrical demerger according to art. 29 para b) and art. 31 para 2a) of the Swiss Merger Act, with Sulzer shareholders receiving one medmix share on or around September 30 for each Sulzer share held on September 29, 2021 after close of trading on SIX Swiss Exchange. The spin-off became legally effective upon registration in the commercial registers of the Cantons of Zurich and Zug simultaneously with the incorporation of medmix AG, following the approval of the transaction by the extraordinary general meeting of Sulzer Ltd on September 20, 2021.
|Listing||SIX Swiss Exchange (International Reporting Standard)|
|Swiss security number||112.967.710|
|Nominal value||CHF 0.01 per registered share|
|Price range||CHF 37 - CHF 47 per share|
|Offer size||Up to 7’000’000 new shares|
|Total number of registered shares expected to be issued post offering||Up to 7’000’000 new shares and 34,262,370 existing shares (from spin-off)|
|September 22, 2021||Start of bookbuilding period and publication of listing prospectus|
|September 29, 2021||End of bookbuilding period (at 12.00 noon CEST) and cut-off date for entitlement to receive medmix shares in spin-off (cum date)|
|September 30, 2021||Sulzer shares trade exclusive the right to receive medmix shares (ex date)|
|September 30, 2021||Listing and start of trading of existing medmix shares|
|September 30, 2021||Registration of medmix capital increase|
|October 1, 2021||Start of trading of new medmix shares|
|October 4, 2021||Settlement of capital increase|
This document contains forward-looking statements including, but not limited to, projections of financial developments, market activity, future performance of products and solutions or planned transactions containing risks and uncertainties. These forward-looking statements are subject to change based on known or unknown risks and various other factors that could cause actual results, performance or events to differ materially from the statements made herein.
This announcement constitutes neither an offer to sell nor a solicitation to buy securities. This announcement shall also not be considered a prospectus or similar notice in accordance with article 35 et seqq. Financial Service Act (“FinSA”) and/or article 69 FinSA . Any offer and listing of securities shall be made exclusively by and based on a securities prospectus to be published. Any investment decision regarding publicly offered securities shall only be made based on the securities prospectus. Copies of the securities prospectus and any supplements to the offering prospectus are/will be available free of charge in Switzerland for 12 months following the first day of trading on SIX Swiss Exchange at Credit Suisse AG, Zurich, Switzerland (email: email@example.com), and UBS AG, Prospectus Library, P.O. Box, CH-8098 Zurich (email: firstname.lastname@example.org), and at the offices of the Company, Dammstrasse 19, 6300 Zug (email: email@example.com).
This document constitutes advertising in accordance with article 68 FinSA. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement.
Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
Any offering of securities mentioned herein will not be registered under the United States Securities Act of 1933, as amended (the “Act”), and such securities may not be offered or sold in the United States of America absent registration or an applicable exemption from registration requirements under the Act. There will be no public offering of the securities mentioned herein in the United States of America.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“EEA”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in the EEA of the securities which are referred to in this announcement may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such securities to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
This announcement and any other documents and/or materials relating hereto is not being made, and such documents and/or materials have not been approved by an authorized person, for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this announcement is not being made and related documents and/or materials have not been distributed, and must not be passed on, to other than persons who (i) are outside the UK; (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (as amended, the “Order”), or (iii) are high net worth entities falling within Articles 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons described in (i) to (iii) above together being referred to as “Relevant Persons”). In the UK, any investment or investment activity to which this announcement or any related documents and/or materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person in the UK who is not a Relevant Person should not act or rely on this announcement or any related documents and/or materials or any of its or their contents.
This announcement has been prepared on the basis that any offer of securities in the UK will be made pursuant to an exemption under the Prospectus Regulation as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 (as amended) (the “UK Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in the UK of the securities which are referred to in this announcement may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such securities to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer.
Credit Suisse and UBS are acting on behalf of Sulzer Ltd and no one else in connection with the proposed spin-off and will not be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the proposed spin-off.