Medivir announces the outcome of the Rights Issue
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Medivir AB (publ) (“Medivir” or the “Company”) (Nasdaq Stockholm: MVIR) announces the outcome of the fully guaranteed rights issue of approximately SEK 151 million, resolved by the Company's Board of Directors on 8 October 2025 and approved by the Extraordinary General Meeting held on 10 November 2025 (the “Rights Issue”). The subscription period in the Rights Issue ended on 2 December 2025. The outcome shows that 181,669,338 ordinary shares, corresponding to approximately 54 percent of the offered ordinary shares, were subscribed for by exercise of subscription rights in the Rights Issue. Additionally, applications for subscription of 45,530,595 ordinary shares without subscription rights, corresponding to approximately 13.5 percent of the offered ordinary shares were submitted. The Rights Issue was thus subscribed for with a total of 227,199,933 ordinary shares, corresponding to approximately 67,5 percent. Accordingly, the guarantors are allotted a total of 109,303,482 ordinary shares, corresponding to approximately 32.5 percent of the Rights Issue. The Rights Issue will provide the Company with approximately SEK 151 million before deduction of transaction costs related to the Rights Issue. Of the total issue proceeds of SEK 151 million, approximately SEK 17.3 million have been set off against the Company's debt to the lender and major shareholder Linc AB. The Company thereby receives cash issue proceeds of approximately SEK 133.7 million before deduction of transaction costs. To cover any over-allotment in connection with the Rights Issue, the Company's Board of Directors has been authorised to issue additional shares corresponding to issue proceeds of up to approximately SEK 20 million (the "Over-allotment Issue"). Due to the outcome of the Rights Issue, the Over-allotment Issue will not be carried out.
Outcome of the Rights Issue
The Rights Issue encompassed 336,503,415 new ordinary shares, of which 181,669,388 ordinary shares, corresponding to approximately 54 percent of the offered ordinary shares, were subscribed for by exercise of subscription rights. In addition, applications for subscription of 45,530,595 ordinary shares without subscription rights were submitted, corresponding to approximately 13.5 percent of the offered ordinary shares. The Rights Issue is thus subscribed to approximately 67.5 percent and guarantee commitments corresponding to 109,303,482 ordinary shares, or approximately 32.5 percent, will be utilized. The subscription price was SEK 0.45 per new ordinary share. Through the Rights Issue, the share capital will increase by SEK 50,475,512.25, from SEK 17,192,695.20 to SEK 67,668,207.45, through the issuance of 336,503,415 new ordinary shares. The total number of shares will increase from 112,167,805 ordinary shares and 2,450,163 class C shares to 451,121,383 shares, of which 448,671,220 ordinary shares and 2,450,163 class C shares.
The Rights Issue provides the Company with approximately SEK 151 million before deduction of issue costs of approximately SEK 18.5 million. The costs are mainly attributable to fees to financial and legal advisors and auditors as well as remuneration to guarantors. Of the total issue proceeds of SEK 151 million, approximately SEK 17.3 million have been set off against the Company's debt to the lender and major shareholder Linc AB. The Company thereby receives cash issue proceeds of approximately SEK 133.7 million before deduction of transaction costs. The Company's board has made the assessment that the set-off is appropriate and can be carried out without being to the detriment to the Company and its creditors. The set-off does not affect the Company's use of the issue proceeds since the portion that was set off would otherwise have been used to repay the loan to Linc AB.
Allotment
Allotment of shares subscribed for without subscription rights will be made in accordance with the principles outlined in the disclosure document regarding the Rights Issue that was published by Medivir on 14 November 2025. Around 4 December 2025, a settlement note will be sent to those who have received allotment of shares as confirmation of the allotment of shares subscribed for without subscription rights. No confirmation will be sent to subscribers who received no allotment. Payment for subscribed and allocated shares is to be made in cash in accordance with the instructions on the settlement note sent to those who have received allotment of shares. Nominee-registered shareholders will receive notification of allotment in accordance with the respective nominee’s procedures.
Trading with paid subscribed shares (BTA)
The last day for trading in paid subscribed shares (BTA) will be on or about 10 December 2025. The first day of trading in the new shares on Nasdaq Stockholm is expected to be on or around 17 December 2025.
Lock-up undertakings
Prior to the announcement of the Rights Issue, members of the Board of Directors and shareholding members of senior management of the Company have entered into lock-up undertakings which, among other things and with customary exceptions, restrict them from selling shares in the Company. The lock-up undertakings expire 180 days after the date of this announcement of the outcome of the Rights Issue.
Furthermore, the Company has undertaken to DNB Carnegie Investment Bank AB and Zonda Partners AB, subject to customary exceptions, not to issue additional shares or share-related instruments for a period of 90 days following the end of the subscription period in the Rights Issue.
Over-allotment Issue
As the Rights Issue was not oversubscribed, the Over-allotment Issue will not be carried out. Accordingly, no directed share issue to Hallberg will be carried out.
Advisors
DNB Carnegie Investment Bank AB (publ) and Zonda Partners AB act as Joint Bookrunners. Advokatfirman Lindahl KB is legal advisor to the Company. DNB Carnegie Investment Bank AB (publ) also acts as issuing agent in connection with the Rights Issue.
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