Ad hoc announcement pursuant to Art. 53 LRSeptember 30, 2021
Sulzer and medmix shares start trading separately
In its oversubscribed, concurrent share offering, medmix set the offer price of its new shares at CHF 45 per share. Besides Switzerland, strong institutional investor demand came from the UK, France, Canada and USA. Based on a final offer size of 7’000’000 new shares, medmix has raised gross proceeds of CHF 315 million from the capital increase, yielding net proceeds of approximately CHF 295.2 million. The net proceeds will be used to finance organic and inorganic growth initiatives and for general corporate purposes. As previously announced, medmix’ reference shareholder Tiwel Holding did not participate in the share offering, resulting in a free float of medmix of close to 60%. As a result of the capital increase, the number of issued shares of medmix will increase by 7 million registered shares to 41’262’370 registered shares with a par value of CHF 0.01 each, corresponding to a total market capitalisation of close to CHF 1.9 billion at the final offer price. This step completes the spin-off of Sulzer’s Applicator Systems division, which has been renamed medmix and is a global leader in high-precision delivery devices.
The listing and first day of trading of medmix shares on SIX Swiss Exchange is today, September 30, 2021. Settlement and delivery of the new shares issued in the capital increase against payment of the offer price is expected to occur on October 4, 2021.
Credit Suisse AG and UBS AG have acted as exclusive financial advisors to Sulzer in the context of the spin-off.
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 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: firstname.lastname@example.org), and UBS AG, Prospectus Library, P.O. Box, CH-8098 Zurich (email: email@example.com), and at the offices of the Company, Dammstrasse 19, 6300 Zug (email: firstname.lastname@example.org). 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 have acted on behalf of Sulzer Ltd and no one else in connection with the 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 spin-off.