Calliditas Therapeutics AB (publ) (“Calliditas” or the “Company”) has today publicly filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (“SEC”) relating to a proposed initial public offering of its American Depositary Shares (“ADSs”), representing Calliditas’ common shares, in the United States and a concurrent private placement of its common shares in Europe and other countries outside of the United States to certain qualified investors (together, the “Global Offering”). The Company has applied to list the ADSs on the Nasdaq Global Market under the ticker symbol “CALT”. The Company’s common shares are listed on Nasdaq Stockholm under the symbol “CALTX”. The number of ADSs and common shares that may be offered as well as the number of common shares, including common shares underlying the ADSs, that may be issued and the price for such instruments, have not yet been determined.
Citigroup, Jefferies and Stifel will act as global coordinators and joint book-running managers for the Global Offering. Carnegie Investment Bank will act as co-manager for the Global Offering.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act. Any potential offer outside the United States will be made exclusively within the European Union and the United Kingdom to “qualified investors” as defined in the EU Prospectus Regulation (2017/1129).
The offering will be made only by means of a prospectus approved by the SEC. Copies of the preliminary prospectus related to the offering may be obtained, when available, from Citigroup Global Markets Inc., Attention: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, New York 10022, via telephone: 877-821-7388 or via email: Prospectus_Department@Jefferies.com or from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, or by telephone at (415) 364-2720 or by email at email@example.com.
Required disclosures and contact information:
Even if the Board of Directors determines to proceed with the potential Global Offering and listing, the offering may not be consummated. The potential Global Offering will not commence until the SEC and Nasdaq Global Market complete their respective review processes, and any such offering remains subject to market conditions and investor demand. The Company intends to maintain the listing of its common shares on Nasdaq Stockholm.
Should Calliditas’ Board of Directors resolve to issue common shares for the purposes of the proposed Global Offering, a Swedish prospectus solely for the purpose of admitting underlying common shares, as well as common shares for the contemplated private placement in Europe, on Nasdaq Stockholm, will be registered with the Swedish Financial Supervisory Authority.
Certain statements contained in this press release constitute “forward-looking statements”. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These statements include, but are not limited to, statements regarding the pursuit of the potential Global Offering and listing, including the timing and outcome of the SEC and Nasdaq Global Market review, the terms of the securities which may be sold in any such offering, the timing and occurrence of any such offering and, if achieved, the expected benefits thereof. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, including market and other conditions, that could cause actual results to differ materially from the intentions discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors.
For further information, please contact:
Renée Aguiar-Lucander, CEO at Calliditas
Telephone: +46 722 52 10 06
Mikael Widell, Head of Communications and IR
Telephone: +46 703 11 99 60
This information is such that Calliditas Therapeutics AB (publ) is publishing pursuant to Nasdaq Stockholm’s Rulebook for issuers. The information was sent for publication, through the agency of the contact persons set out above, on May 14, 2020 at 15:00 CEST.