You are here

Home

PRIVATE PLACEMENT AND SUBSEQUENT REPAIR OFFERING

26 November 2009: The Board of Directors of NorDiag ASA has today approved a private placement of new shares in the amount of NOK 42,000,000 (the "Private Placement"). The Private Placement was carried out and completed through a book-building process directed towards the largest existing shareholders, as well as new investors after close of trading hours on the Oslo Stock Exchange 25 November 2009. The subscription price in the Private Placement has been set at NOK 1.00 on basis of the applications received during the book-building. The largest shareholders of the company have been allocated approximately 55% of the Private Placement, while the remaining shares were allocated to new investors. The Private Placement was managed by DnB NOR Markets.
 
CEO in NorDiag, Mårten Wigstøl, comments: "Through this private placement, we have succeeded in financing the company until expected break-even". He continues: "The Board of Directors has evaluated various financing alternatives, and implemented one that is considered to represent the best opportunity to secure the company satisfactory financing in a challenging capital market. By offering shares in the Subsequent Offering to the shareholders that were not invited to participate in Private Placement, all shareholders will be or have been offered the opportunity to subscribe for shares at the price set in the Private Placement. After completion of this transaction, the Board of Directors and management will be able to focus entirely on value creation, and NorDiag's platform for further growth has never been better".     
 
Subject to the approval of the Extraordinary General Meeting of NorDiag, the company will issue 42,000,000 new shares allocated in the Private Placement at the subscription price of NOK 1.00 per share. The Extraordinary General Meeting is scheduled for 18 December 2009 and the notice will be issued in due course.
 
Subject to the approval of the Extraordinary General Meeting of NorDiag, a subsequent repair issue (the "Subsequent Offering") of up to 8,000,000 new shares in the company will be offered to those who were NorDiag shareholders at the end of 25 November 2009 who were not invited to participate in the Private Placement. Thus, from and including 26 November 2009, the NorDiag share will be traded exclusive of rights to participate in the Subsequent Offering. The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement, i.e. NOK 1.00 per share. The eligible shareholders'rights to participate in the Subsequent Offering will be listed and tradable. It is expected that the subscription period in the Subsequent Offering will start on or about 22 December 2009 and end on or about 12 January 2010.
 
Eligible shareholders will receive approximately 2.38 subscription rights per share held on 25 November 2009. The final number may vary from the approximate number and will be published as soon as the final number is available. The final number of subscription rights will be calculated on the basis of the number of shares held by the eligible shareholders as of 25 November 2009.
 
The shareholders that participated in the Private Placement have undertaken to vote for the Private Placement and the Subsequent Offering at the Extraordinary General Meeting of the company.
 
An offering and listing prospectus will be prepared in connection with the Private Placement and the Subsequent Offering, which is expected to be published on or about 22 December 2009. The new shares in the Private Placement will not be tradable on Oslo Børs until the prospectus has been filed with and approved by Oslo Børs, the new shares have been fully paid and the share capital increase has been registered with the Norwegian Register of Business Enterprises and VPS, which is expected to occur on or about 22 December 2009. The eligible shareholders in the Subsequent Offering will receive the prospectus and subscription form as soon as the prospectus has been approved by Oslo Børs.
 
As a consequence of the Private Placement and the Subsequent Offering, the Board of Directors will propose to adjust the exercise terms for the Class B Warrants and the Class C Warrants. This is proposed done by way of adjusting the number of share per warrant and the subscription price when exercising the warrant, proportionally according to the dilution caused by the capital increase.
 
 
 
Contact:     
CEO Mårten Wigstøl  - Phone: +47 911 65775
CFO Tone Kvåle       - Phone: +47 915 19576
 
 
About NorDiag:
 
NorDiag is a biotechnology company developing, manufacturing and marketing automated solutions (instruments and tests) for sample preparation of DNA from difficult biological samples. DNA diagnostics give more rapid and precise answers, and it is the fastest growing field within diagnostics. The company's sample preparation solutions are today used in connection with STI, tuberculosis, MRSA, respiratory pathogens and viruses on instruments for large and small laboratories. NorDiag was founded in 2003 and has its headquarters in Oslo, Norway. The company has offices and laboratories in Stockholm, Sweden, in West Chester (PA), USA and in Vienna, Austria. The group has today 40.1 man-labour years. NorDiag is listed on Oslo Stock Exchange with ticker NORD.
For further information - www.nordiag.com.

Read the notice in Norwegian here.