AegirBio AB signs share transfer agreement with regard to the acquisition of Dynamic Code AB

AegirBio AB (“AegirBio”) has today entered into an agreement with shareholders representing approximately 52.1 percent of the total amount of shares in Dynamic Code AB (publ) (“Dynamic Code”) to acquire shares and warrants in Dynamic Code. The purchase price amounts to SEK 172 per Dynamic Code share, of which SEK 15 will be paid in cash and SEK 157 in AegirBio shares. Holders of warrants will receive a consideration in AegirBio shares corresponding to the transparency value of each warrant (SEK 172 less the relevant subscription price per share for the warrant). This entails a total purchase price of approximately SEK 1.5 billion, provided that all shareholders in Dynamic Code conclude the sale of shares and that all warrants are acquired.

The acquisition is contingent upon completed due diligence and that shareholders representing 95 percent of all shares in Dynamic Code accede to the share transfer agreement no later than ten business days prior to the acquisition date, November 1, 2021. In the event that such accession is not achieved, both parties have the right to postpone the acquisition date to December 1, 2021, or, alternatively, terminate the agreement, if no postponement takes place or if such accession is not achieved no later than ten business days prior to the postponed acquisition date.

 

Execution of the acquisition

The transaction is intended to be carried out on November 1, 2021. In conjunction with the execution of the transaction, the Board of Directors will issue the shares in the non-cash issue, on the authority of the General Meeting. Provided that all shareholders of Dynamic Code conclude the sale of shares and that all warrants are acquired, the number of shares outstanding in AegirBio will increase by no more than 5,156,832 shares.

About Dynamic Code

Dynamic Code develops and markets reliable self-testing solutions for diseases, based on DNA technology, both for health care and consumers. The tests are available online and can be administered at the patient’s location. The tests are analyzed in Dynamic Code’s own laboratories. Results are retrieved from the website using a code, safely and with complete anonymity. In addition, subsequent care and treatment can be offered through digital healthcare providers. The company has managed to create a complete care chain via its e-health platform, and a comprehensive solution that streamlines the entire care chain and provides access to test, diagnosis and treatment over the course of a couple of days. The company has developed into a significant driver of change to provide healthcare with an essential piece of the puzzle: remote diagnostics. 

During the financial year 2020, Dynamic Code generated turnover of MSEK 278. The company currently has about 60 employees and is headquartered in Linköping, Sweden.

The acquisition of Dynamic Code will expand AegirBio’s offer with a comprehensive solution that offers a complete chain from reliable home tests to subsequent diagnosis and treatment. The company thus strengthens its offer in the POC test market with an additional company. Through the acquisition, AegirBio is provided turnover of approximately MSEK 500 (rolling 12 months). The company has a strong cash flow and a current cash balance of MSEK 300. As a result, AegirBio will have the resources to conduct additional acquisitions to support the operations.

Comment by Martin Linde, CEO of AegirBio

– This acquisition will give our multi-diagnostic company a kick-start of our vision to become a global player in e-health. We are seeing a great potential in home testing now when the individual has gained understanding of self-testing, and we have a number of additional acquisitions that we are pursuing in order to develop and consolidate ourselves as a leader in the field. Personally, I am proud, happy and very expectant for the future.

Advisors 

Eminova Partners AB provides financial advice and Moll Wendén Advokatbyrå AB is the legal advisor to AegirBio AB in connection with the acquisition.

This information is information that AegirBio AB is obliged to make public pursuant to the EU Market Abuse Regulation (Regulation (EU) No 596/2014). The information was submitted for publication, through the agency of the specified contact person, at 08:30 on September 17, 2020.