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Proposed rights issue
3 June 2008: The Board of Directors of NorDiag ASA has today resolved to propose to the general meeting a rights issue of minimum 15,000,000 and maximum 25,002,457 new shares at a subscription price of NOK 2 per share. The gross proceeds in the offering will accordingly be minimum NOK 30 mill and maximum NOK 50 mill.
The minimum of 15,000,000 new shares have been underwritten by an underwriting syndicate established by Pareto Private Equity AS. The syndicate consists of both existing NorDiag shareholders and new investors. Each underwriter has undertaken, pro rata to his portion of the underwritten amount, to subscribe for those shares not validly subscribed for within the subscription period of the rights offering, up to an aggregate amount of NOK 30 mill.
The underwriters in the guarantee consortium have undertaken to vote their shares in the company in favor for the share capital increase at the company`s extraordinary general meeting. The syndicate members will be entitled to an underwriting commission equal to 2% of the underwritten amount. The following primary insiders and related parties are participating in the underwriting consortium: Sarsia Life Science Fund AS (represented on the Board of Directors), as well as Mårten Wigstøl (CEO), Tone Kvåle (CFO), Dagfinn Øgreid, Erik Hornes, Åse Wikshåland, Turid Engen, Anders Holmberg and Dagfinn Strømme, who are members of the management group.
An extraordinary general meeting to approve the rights issue is scheduled for 18 June 2008. Subscription rights in the rights offering will be issued to the NorDiag shareholders as of such date and such date will accordingly be the last day the shares in NorDiag trade inclusive entitlement to the subscription rights. The shares will trade ex. rights from and including 19 June 2008.
Each share held as of the date of the general meeting will give the holder the right to subscribe for and be allotted 0.6524 new shares. The company expects the subscription rights to be traded on Oslo Børs in the period from 26 June 2008 to and including 9 July 2008.
The net proceeds from the offering will strengthen the company`s financial position, and secure necessary working capital for the completion of the various development programs in the cancer business as well as the infectious diseases business.
A prospectus for the rights offering will be issued and sent to the NorDiag shareholders on or about 25 June 2008. The prospectus will also be available at www.nordiag.com
The Board of Directors has appointed Pareto Private Equity AS as manager for the proposed rights issue.
Company presentation enclosed.
Contact: CEO Mårten Wigstøl Phone: +47 911 65775
About NorDiag:
NorDiag is a biotechnology company developing, manufacturing and marketing of automated solutions, instruments and tests, for diagnostic of infectious diseases and cancer. The Company`s core competence is isolation of bacterial and human DNA from difficult clinical samples, and the Company has established a solid market share in the Scandinavian market for sexually transmitted infections. The company has similar applications for Tuberculosis and MRSA. An application for respiratory pathogens is under development. NorDiag is also developing a test that shall contribute to early diagnosis of colorectal cancer, as well as a test that shall contribute to optimal treatment of lung cancer patients. NorDiag was founded in 2003 and has its headquarters in Oslo - Norway. The company has offices and laboratories in Bergen - Norway, Stockholm - Sweden and West Chester (PA) - USA. The group has 36 employees. NorDiag is listed on Oslo Stock Exchange with the ticker NORD. For further information - www.nordiag.com
Link to the Notification and the enclosed presentation
Link to the Notification in Norwegian