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2015-12-16

CareDX, Inc.: CareDx Announces a Recommended Public Offer to All Shareholders in Allenex

creating an international pre- and post-transplantation diagnostics
company with strong presence and direct distribution in both US and
Europe

The Offer is not being made, and this press release may not be
distributed, directly or indirectly, in or into, nor will any tender
of shares be accepted from or on behalf of holders in, Australia,
Hong Kong, Japan, Canada, New Zealand or South Africa, or any other
jurisdiction in which the making of the Offer, the distribution of
this press release or the acceptance of any tender of shares would
contravene applicable laws or regulations or require further offer
documents, filings or other measures in addition to those required
under Swedish law.

The issuance of shares in connection with the Offer have not been
registered under the U.S. Securities Act of 1933, as amended, or the
securities laws of any state of the United States, and will be issued
in reliance upon the exemption from the registration requirements of
the U.S. Securities Act of 1933, as amended, provided by Rule 802
thereunder. The Company will furnish to the Securities and Exchange
Commission a Form CB in respect of the offer and sale of such shares.
The Offer will otherwise be made in accordance with the applicable
regulatory requirements in Sweden.

CareDx, Inc. (NASDAQ: CDNA) - CareDx, Inc. ("CareDx"), a molecular
diagnostics company focused on the discovery, development and
commercialization of clinically differentiated, high-value
surveillance solutions for transplant patients, announces a
recommended public offer to the shareholders of Allenex AB
("Allenex") to tender all their shares in Allenex (the "Offer").
Allenex shares are listed on Nasdaq Stockholm (OMX).

The combination of CareDx and Allenex will create an international
transplantation diagnostics company with product offerings along the
pre-post transplantation continuum. The Ollerup SSP line and AlloMap
are foundational diagnostics which are well recognized by the
transplant community. The combined company will have presence and
direct distribution channels in the US and Europe.

The offer in brief

· The shareholders in Allenex, other than Midroc Invest AB,
FastPartner AB and Xenella Holding AB, controlling approximately 78
percent of the shares in Allenex, (the "Majority Shareholders") are
offered an all cash alternative (the "All Cash Alternative") or a
mixed consideration alternative (the "Mixed Consideration
Alternative"). The Majority Shareholders are offered and have agreed
to sell their shares in Allenex in the offer for a mixed
consideration alternative which includes a contingent deferred cash
component which if paid in full is identical to the consideration
offered in the Mixed Consideration Alternative (the "Deferred
Consideration Alternative").

· All Cash Alternative: CareDx offers each shareholder in Allenex,
other than the Majority Shareholders, a cash consideration of SEK
2.50 per Allenex share. The All Cash Alternative corresponds to a
total offer value of approximately SEK 300.7 million.[1]

· Mixed Consideration Alternative: CareDx offers each shareholder
in Allenex, other than the Majority Shareholders, a cash
consideration of SEK 1.731 per Allenex share and 0.01298 CareDx
Shares per Allenex share. The Mixed Consideration Alternative values
each Allenex share at approximately SEK 2.42 and corresponds to a
total offer value of approximately SEK 291.1 million.[2]

· Deferred Consideration Alternative: CareDx offers the Majority
Shareholders, and the Majority Shareholders have agreed to sell their
shares in Allenex in the offer for (i) 0.01298 CareDx Shares per
Allenex share and (ii) an initial cash payment of 1.191 per Allenex
Share (the "Initial Cash Payment") and (iii) up to SEK 0.540 per
Allenex share as potential additional cash payments based on the
achievement of certain commercial and financial milestones (the
"Milestones") in the fourth quarter 2015 and over the course of 2016
(the "Contingent Cash Payments")[3].

· The agreement by the Majority Shareholders to sell their shares
in Allenex in the offer is subject only to the Offer being declared
unconditional no later than on 8 April 2016.

· The price offered for the shares based on the All Cash Alternative
represents a premium of approximately 24 percent compared to the
closing share price of SEK 2.02 for the Allenex share on Nasdaq
Stockholm on 15 December 2015, the last trading day prior to the
announcement; and 17 percent compared to the volume-weighted average
trading price over the 30 calendar days ending on 15 December 2015 of
SEK 2.14.

· The price offered for the shares implied by the Mixed
Consideration Alternative represents a premium of approximately 20
percent compared to the closing price of SEK 2.02 for the Allenex
share on Nasdaq Stockholm on 15 December 2015, the last trading day
prior to the announcement; and 13 percent compared to the
volume-weighted average trading price over the 30 calendar days
ending on 15 December 2015 of SEK 2.14.

· The Allenex Board of Directors unanimously recommends that Allenex
shareholders accept the Offer.[4]

· The Offer is not subject to any financing conditions. CareDx will
fund the cash portion of the Offer by utilizing available cash.

· The Offer does not require pre-clearance filing with competition
authorities.

· The initial acceptance period of the Offer is expected to run from
10 February 2016 - 2 March 2016.

Comments from CareDx

"Allenex is an ideal strategic fit for CareDx. Both organizations have
well established products, strong relationships with transplant
centers in key regions and a long tenure in transplant care," said
Peter Maag, PhD, Chief Executive Officer and President of CareDx.
"Through this acquisition, we are executing on our growth strategy.
The combined company will offer the opportunity for new product
development in a complex and costly area of healthcare. We are
excited by the prospect of leveraging our shared cultures of patient
centricity and continued innovation. The combined company will have
outstanding talent with deep expertise in transplantation from both
organizations," Mr. Maag concluded.

Comments from Allenex and the Majority Shareholders

"Allenex is a leader in HLA testing led by our flagship Olerup test to
match transplant recipients with donor organs. I am thrilled by the
opportunity to combine Allenex with CareDx", said Anders Karlsson,
CEO of Allenex. "CareDx' focus on improving the lives of transplant
recipients through surveillance testing like AlloMap complements well
with our products. Our combination will offer patients and clinicians
a broader range of transplant diagnostic offerings, which should
strengthen the ability to provide long-term and truly personalized
patient care."

"The Board of Directors of Allenex has unanimously decided to
recommend the offer from CareDx. It is our assessment that Allenex
and CareDx complement each other well, both geographically and in
terms of product portfolios. We have also, in our overall assessment,
considered the prospects for Allenex to operate as an independent
company and the risks associated therewith. We have concluded that
the combination of the two companies will allow Allenex to best
realize its potential," said Anders Williamsson, chairman of the
Allenex Board.

"We believe in the long-term strategic rationale and industrial logic
of the combination of Allenex and CareDx, creating a stronger global
company in transplant diagnostics," stated Oscar Ahlgren, Director of
the Board of Directors of Midroc Invest AB and Xenella Holding AB,
and Sven-Olof Johansson, CEO and main shareholder of Fastpartner AB
and Director of the Board of Directors of Xenella Holding AB.

Background and reasons

The combination of CareDx and Allenex will create an international
transplantation diagnostics company with strong presence and direct
distribution in both the US and Europe. It is anticipated that
CareDx' and Allenex' complementary geographies and product portfolios
create a pre-post transplantation continuum, giving the combined
company a strategic advantage to address the breadth of the
international transplantation diagnostics market.

· The combination will create commercial channel synergies with
opportunities to cross-sell CareDx' and Allenex' products since the
product portfolios often address the same organ transplant patient
and the same hospital transplant centers.

· Furthermore, the combined company will share a strong technology
and innovation platform within both traditional sequencing and
Next-Generation Sequencing ("NGS"), which would allow for the
development of new outcome-oriented personalized patient management
solutions.

· The goal is to create an international transplant diagnostics
company with the vision to transform long-term patient care by
offering personalized management solutions building on insights from
clinical diagnostics.

Management and employees

CareDx recognizes the skills and capabilities of the management and
employees of Allenex and does not intend to make any material changes
to Allenex' employees or to Allenex' existing organization and
operations, including the terms of employment and locations of the
business.

The Offer

All Cash Alternative

Shareholders in Allenex, other than the Majority Shareholders, will be
able to tender their shares for an all cash consideration of SEK 2.50
per Allenex share.

The Mixed Consideration Alternative

Alternatively, CareDx offers each shareholder in Allenex, other than
the Majority Shareholders, the following:

· SEK 1.731 per Allenex share (the "Cash Component"); and
· 0.01298 CareDx Shares per Allenex share (the "Common Stock
Component").

This Mixed Consideration Alternative values each Allenex share at SEK
2.42.[5]

The Deferred Consideration Alternative

The Majority Shareholders are offered, and have accepted to sell their
shares in Allenex in the offer, for:

· The Initial Cash Payment of SEK 1.191 per Allenex share;
· The Contingent Cash Payments of up to SEK 0.540 per Allenex share,
subject to achieving certain commercial and financial milestones in
the fourth quarter of 2015 and over the course of 2016; and

· 0.01298 CareDx Shares per Allenex share.
The consideration under the Deferred Consideration Alternative,
assuming all Milestones are achieved, is identical to the Mixed
Consideration Alternative and therefore values each Allenex share at
SEK 2.42[6].

If Allenex pays dividends, or makes any other distributions to its
shareholders, with a record date occurring prior to the settlement of
the Offer, the Offer consideration will be reduced accordingly.

If the Offer is accepted in its entirety under the Mixed Consideration
Alternative and together with the Deferred Consideration Alternative,
1,561,344 CareDx Shares will be issued under the Offer, corresponding
to approximately 13.1 percent of the CareDx shares outstanding.
Following completion of the Offer, if accepted by the non-Majority
Shareholders under the Mixed Consideration Alternative in its
entirety and by the Majority Shareholders under the Deferred
Consideration Alternative, former Allenex shareholders will hold
CareDx Shares representing approximately 11.6 percent of the
outstanding shares of and voting power in the combined company.[7]

Only whole CareDx Shares will be delivered to Allenex shareholders who
accept the Offer. Fractions of shares will be combined and sold on
the NASDAQ Global Select Market on behalf of the Allenex shareholders
concerned, and the average net proceeds will thereafter be
distributed among such shareholders in relation to the size of each
shareholder's fraction of a CareDx Share.

CareDx has not paid any cash dividends on its common stock and does
not currently intend to pay any cash dividends on common stock in the
near future.[8]

No commission will be charged in respect of the settlement of the
Allenex shares tendered to CareDx under the Offer.

For the Allenex shares that are tendered for the Common Stock
Component under the Mixed Consideration Alternative, no immediate
Swedish tax consequences should arise for individual shareholders of
Allenex under certain roll-over relief provisions. Provided that
these provisions apply, the tax basis of the divested shares in
Allenex will be carried over to the shares in CareDx (i.e., the
shares in CareDx will for tax purposes be deemed to have been
acquired for an amount equal to the tax basis in the divested shares
in Allenex). No immediate Swedish tax consequences should arise for
limited liability companies for the Common Stock Component under the
Mixed Consideration Alternative, or for the sale of Allenex shares in
exchange for CareDx shares pursuant to the Deferred Consideration
Alternative, under certain tax deferral provisions. Provided that
these provisions apply, a limited liability company may claim a tax
deferral of a gain realized on the divestment of Allenex shares in
exchange for CareDx shares. For the Allenex shares that are tendered
i) for the Cash Component under the Mixed Consideration Alternative
and the Initial Cash Payment and Contingent Cash Payments in the
Deferred Consideration Alternative or ii) for cash under the All Cash
Alternative, the sale of shares in Allenex will be a taxable event
that may give rise to a capital gain or a loss. For individuals
taxable in Sweden the tax rate for capital income is 30 percent. For
limited liability companies capital income is generally taxed as
business income at a rate of 22 percent. Allenex shareholders should
consult their own tax advisors regarding the Swedish or other tax
consequences of electing either alternative, including the
consequences of any proposed change in applicable laws.

The Offer is not subject to any financing conditions. CareDx will fund
the cash portion of the Offer by utilizing available cash. CareDx has
received a binding loan commitment from Oberland Capital SA Davos LLC
("Oberland Capital") pursuant to which Oberland Capital will lend up
to USD 16 million to enable CareDx to repay certain outstanding debt
that may be required to be refinanced in connection with the
consummation of the Offer.

Drawdowns under the loan commitment with Oberland Capital are subject
to the conditions of the Offer being satisfied or waived, which
waivers require consent from Oberland Capital, and to certain other
customary conditions, such as CareDx not being insolvent. Besides
these conditions, the loan commitment is not subject to any
conditions that CareDx does not control. These other conditions
include, in all material respects, that CareDx utilizes the loan to
refinance certain outstanding debt, that CareDx perfects security
interests, that CareDx' and its subsidiaries' aggregated indebtedness
does not exceed a certain agreed amount, that CareDx has not breached
or violated certain identified limited undertakings in respect of
itself or certain material obligations, and that CareDx has complied
with its obligations in the loan commitment (including having paid
all applicable fees)

At the time of this announcement CareDx does not hold any Allenex
shares or any financial instruments that give financial exposure to
Allenex shares, nor has CareDx acquired or agreed to acquire (other
than pursuant to the agreements with the Majority Shareholders;
please see "Undertaking to accept the Offer" below) any Allenex
shares or any financial instruments that give financial exposure to
Allenex shares during the six months preceding the announcement of
the Offer.

Offer value and premium

The All Cash Alternative values each Allenex share at SEK 2.50 and
corresponds to a total offer value of approximately SEK 300.7
million.[9]

The All Cash Alternative represents a premium of:

· approximately 24 percent compared to the closing share price of
SEK 2.02 for the Allenex share on Nasdaq Stockholm on 15 December
2015, the last trading day prior to announcement of the Offer;

· approximately 17 percent compared to the one month volume-weighted
average share price of SEK 2.14 for the Allenex share on Nasdaq
Stockholm, up to and including 15 December 2015, the last trading day
prior to announcement of the Offer;

· approximately 16 percent compared to the three month
volume-weighted average share price of SEK 2.16 for the Allenex share
on Nasdaq Stockholm, up to and including 15 December 2015, the last
trading day prior to announcement of the Offer; and

· approximately 12 percent compared to the six month volume-weighted
average share price of SEK 2.23 for the Allenex share on Nasdaq
Stockholm, up to and including 15 December 2015, the last trading day
prior to announcement of the Offer.

The Mixed Consideration Alternative values each Allenex share at
approximately SEK 2.42 and corresponds to a total offer value of
approximately SEK 291.1 million.[10]

The Mixed Consideration Alternative represents a premium of:

· approximately 20 percent compared to the closing share price of
SEK 2.02 for the Allenex share on Nasdaq Stockholm on 15 December
2015, the last trading day prior to announcement of the Offer;

· approximately 13 percent compared to the one month volume-weighted
average share price of SEK 2.14 for the Allenex share on Nasdaq
Stockholm, up to and including 15 December 2015, the last trading day
prior to announcement of the Offer;

· approximately 12 percent compared to the three month
volume-weighted average share price of SEK 2.16 for the Allenex share
on Nasdaq Stockholm, up to and including 15 December 2015, the last
trading day prior to announcement of the Offer;

· approximately 9 percent compared to the six month volume-weighted
average share price of SEK 2.23 for the Allenex share on Nasdaq
Stockholm, up to and including 15 December 2015, the last trading day
prior to announcement of the Offer.

Recommendation from the Allenex Board of Directors

The Allenex Board of Directors unanimously recommends that Allenex'
shareholders accept the Offer.[11]

Undertaking to accept the Offer

On 15 December 2015, CareDx signed an agreement with each of the
Majority Shareholders Midroc Invest AB, FastPartner AB and Xenella
Holding AB, controlling approximately 78 percent of the shares in
Allenex, pursuant to which the Majority Shareholders agreed to sell
their shares in connection with the Offer for the Deferred
Consideration Alternative (and not the All Cash Alternative or the
Mixed Consideration Alternative), provided that the Offer is declared
unconditional no later than on 8 April 2016.

Conditions to the Offer

In addition to the above, the completion of the Offer would be subject
to the following conditions:

(i) the Offer being accepted to such an extent that CareDx becomes
the owner of Allenex shares representing not less than 78% of the
shares in Allenex;

(ii) no circumstance or circumstances, which CareDx did not have
knowledge of at the time of the announcement of the Offer, having
occurred which, individually or in the aggregate, would have or could
reasonably be expected to have a material adverse effect on the
sales, results, liquidity, equity ratio, equity or assets of Allenex
and its subsidiaries, taken as a whole;

(iii) neither the Offer, nor the acquisition of Allenex being rendered
wholly or partially impossible or significantly impeded as a result
of legislation or other regulation, any decision by court or public
authority, or any other similar circumstance which is actual or can
reasonably be expected, and which CareDx could not reasonably have
foreseen at the time of the announcement of the Offer;

(iv) Allenex not taking any action that is likely to impair the
prerequisites for making or completing the Offer; and

(v) no information made public by Allenex or disclosed by Allenex to
CareDx prior to the time of the announcement of the Offer being
materially inaccurate, incomplete or misleading, and Allenex having
made public all material information which should have been made
public by it.

CareDx reserves the right to withdraw the Offer in the event that it
becomes clear that one or more of the conditions is or are not or
cannot be satisfied, provided that, in respect of conditions
(ii)-(v), such withdrawal will only be made if the non-satisfaction,
individually or in the aggregate, is of material importance to
CareDx' acquisition of Allenex shares.

CareDx also reserves the right to waive, in whole or part, any
conditions to the completion of the Offer.

Brief description of CareDx

CareDx, based in Brisbane, California, is a molecular diagnostics
company focused on the discovery, development and commercialization
of clinically differentiated, high value diagnostic surveillance
solutions for transplant recipients. The Company has commercialized
AlloMap, a gene expression test that aids clinicians in identifying
heart transplant recipients with stable graft function who have a low
probability of moderate/severe acute cellular rejection. CareDx is
also pursuing the development of additional products for
post-transplant monitoring.

AlloMap currently addresses a USD 100 million+ market in the U.S. The
company is developing a similar monitoring test for kidney transplant
recipients. The U.S. kidney transplant market opportunity represents
approximately USD 1 billion or ~10x the U.S. heart transplant market.

As of 30 September 2015, CareDx had a total of 91 employees. Total
revenue was USD 27 million in 2014 and USD 21 million for the first 9
months in 2015.

CareDx was listed in July 2014 and the shares are traded on Nasdaq
Global Markets. CareDx' market capitalization as of 15 December 2015
was approximately USD 74 million.

Financial effects for CareDx

The below unaudited financial information relates to information taken
from each company's reported financial results. CareDx reports in
accordance with U.S. GAAP while Allenex reports in accordance with
IFRS and differences in accounting policies may occur. The financial
information is only an aggregation of financial information for the
various businesses for the relevant time periods in order to provide
an illustration of the combined company's sales and earnings under
the assumption that the activities were conducted within the same
group from the beginning of each period presented.

+-------------------------+------+-------+-----------+--------------------+
|Full year 2014 (SEKm)[12]|CareDx|Allenex|Adjustments|The combined company|
+-------------------------+------+-------+-----------+--------------------+
|Revenue | 232.1| 135.5| -| 367.6|
+-------------------------+------+-------+-----------+--------------------+
|Operating profit | 10.6| 22.9| -| 33.5|
+-------------------------+------+-------+-----------+--------------------+
|Net income | 6.6| 15.2| -| 21.8|
+-------------------------+------+-------+-----------+--------------------+
|Employees (no.) | 68| 55| -| 123|
+-------------------------+------+-------+-----------+--------------------+

The aggregation should not be viewed as pro forma since adjustments
have not been made for the effects of future acquisitions analyses,
differences in accounting policies and transaction costs. Pro forma
financial information for the combined company under U.S. GAAP will
be included in the offer document relating to the Offer, and may vary
significantly from the combined financial information contained
herein.

Due diligence

CareDx has conducted a due diligence review customary and appropriate
in connection with the preparation of the Offer. Allenex has advised
CareDx that, CareDx has not received any non-public price-sensitive
information in connection with the due diligence review. In addition,
Allenex has performed a customary and appropriate due diligence
review of certain business, financial and legal information relating
to CareDx, in accordance with applicable Swedish rules.

Statement from the Swedish Securities Council in relation to the Offer

The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has approved
an extension of the period for preparing and filing the offer
document with the Swedish Financial Supervisory Authority (the
"SFSA") (Sw. Finansinspektionen) from four weeks after the
announcement of the Offer, to six weeks after such date. The reasons
for the extension are the time-consuming process of preparing pro
forma financial statements, including converting Allenex' financial
statements from IFRS to U.S. GAAP (see ruling AMN 2015:42). CareDx
may request an additional extension if necessary. In addition, the
Swedish Securities Council has, inter alia, granted CareDx an
exemption from the rule set out in provision II.10 of the Takeover
Rules according to which the same compensation per share shall be
offered to all shareholders of the same kind with regards to Majority
Shareholders only being offered the Deferred Consideration
Alternative. The Swedish Securities Council also stated that it is
not contrary to good stock exchange practice to exclude information
in the offer documentation regarding the specific content of the
Milestones and the size of individual Contingent Cash Payments (see
ruling AMN 2105:42).

Indicative timetable

· 9 February 2016: Estimated date for publication of the Offer
document

· 10 February - 2 March 2016: Estimated acceptance period
· 9 March 2016: Estimated date of settlement
CareDx reserves the right to extend the acceptance period as well as
to postpone the date of settlement. CareDx will announce any
extension of the acceptance period and/or postponement of the date of
settlement by a press release in accordance with applicable laws and
regulations.

The Offer does not require pre-clearance filing with competition
authorities.

Compulsory acquisition and delisting

If CareDx becomes the owner of more than 90 percent of the shares of
Allenex, CareDx intends to initiate a compulsory acquisition
procedure with respect to the remaining shares in Allenex under the
Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). Furthermore,
CareDx intends to promote a delisting of the Allenex shares from
Nasdaq Stockholm following closing of the transaction.

Applicable law and disputes

The Offer, as well as the agreements entered into between CareDx and
the Allenex shareholders as a result of the Offer, shall be governed
and construed in accordance with substantive Swedish law. Any dispute
regarding the Offer, or which arises in connection therewith, shall
be exclusively settled by Swedish courts, and the City Court of
Stockholm (Sw. Stockholms tingsrätt) shall be the court of first
instance.

The Takeover Rules and the Swedish Securities Council's (Sw.
Aktiemarknadsnämnden) rulings and statements on the interpretation
and application of the Takeover Rules, including, where applicable,
the Swedish Securities Council's rulings and statements on the
interpretation and application of the formerly applicable Rules on
Public Offers for the Acquisition of Shares issued by the Swedish
Industry and Commerce Stock Exchange Committee (Sw. Näringslivets
Börskommitté), are applicable to the Offer. Furthermore, CareDx has,
in accordance with the Swedish Takeover Act (Sw. lag (2006:451) om
offentliga uppköpserbjudanden på aktiemarknaden), on 15 December 2015
contractually undertaken towards Nasdaq Stockholm to comply with said
rules, rulings and statements and to submit to any sanctions that can
be imposed on CareDx by Nasdaq Stockholm in the event of a breach of
the Takeover Rules. On 16 December 2015, CareDx informed the SFSA of
the Offer and the abovementioned undertakings towards Nasdaq
Stockholm.

Advisers

CareDx has retained ABG Sundal Collier AB as financial adviser;
Baumgarten Byström Rooth & Tallavaara Advokater AB as Swedish legal
adviser; and Wilson Sonsini Goodrich & Rosati as U.S. legal adviser
in connection with the Offer.

-----------------------------------------------------------------

Brisbane, California, USA 16 December 2015 (CET)

CareDx, Inc.

The Board of Directors

CareDx discloses the information provided herein pursuant to the
Takeover Rules. The information was submitted for publication on 16
December 2015, 07:30 a.m. CET.

-----------------------------------------------------------------

Information about the Offer

Information about the Offer is made available at: www.caredx.com.

CareDx will host a conference call to discuss the Offer on 16 December
2015 at 08:00 a.m. Eastern Standard Time (2:00 p.m. Central European
Time). Interested parties may join the conference call by dialing
855-420-0616 (within the U.S.) or +1 678-304-6848 (outside of the
U.S.). The participant passcode is 6934784. The Audio Webcast will
also be available at www.caredx.com.

For further information, please contact:

+------------------------+-------------------------------------------+
|Media (Europe): |Investors (Europe): |
|Publik - Catarina Wigén |ABG Sundal Collier - Sebastian Alexanderson|
|+46 706 775 937 |+46 856 628 679 |
|catarina.wigen@publik.se|sebastian.alexanderson@abgsc.se |
|Media (US): |Investors (US): |
|CareDx - Molly Martell |Westwicke - Leigh Salvo |
|+1 415 287 2397 |+1 415 513 1281 |
|mmartell@caredx.com |leigh.salvo@westwicke.com |
+------------------------+-------------------------------------------+

Important information

This is a translation of the original Swedish language press release.
In the event of discrepancies, the original Swedish wording shall
prevail.

The Offer, pursuant to the terms and conditions presented in this
press release, is not being made to persons whose participation in
the Offer requires that an additional offer document be prepared or
registration effected or that any other measures be taken in addition
to those required under Swedish and regulations.

This press release and any related Offer documentation are not being
distributed and must not be mailed or otherwise distributed or sent
in or into any country in which the distribution or offering would
require any such additional measures to be taken or would be in
conflict with any law or regulation in such country, any such action
will not be permitted or sanctioned by CareDx. Any purported
acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions may be disregarded.

The issuance of shares in connection with the Offer have not been
registered under the U.S. Securities Act of 1933, as amended, or the
securities laws of any state of the United States, and will be issued
in reliance upon the exemption from the registration requirements of
the U.S. Securities Act of 1933, as amended, provided by Rule 802
thereunder. The Company will furnish to the U.S. Securities and
Exchange Commission a Form CB in respect of the offer and sale of
such shares. The Offer will otherwise be made in accordance with the
applicable regulatory requirements in Sweden.

The Offer is not being and will not be made, directly or indirectly,
in or into, or by use of mail or any other means or instrumentality
of interstate or foreign commerce of, or any facilities of a national
securities exchange of, Australia, Hong Kong, Japan, Canada, New
Zealand or South Africa. This includes, but is not limited to
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic transmission. The Offer cannot
be accepted and shares may not be tendered in the Offer by any such
use, means, instrumentality or facility of, or from within Australia,
Hong Kong, Japan, Canada, New Zealand or South Africa or by persons
located or resident in Australia, Hong Kong, Japan, Canada, New
Zealand or South Africa. Accordingly, this press release and any
related Offer documentation are not being and should not be mailed or
otherwise transmitted, distributed, forwarded or sent in or into
Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or
to any Australian, Hong Kong, Japanese, Canadian, New Zealand or
South African persons or any persons located or resident in
Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

Any purported tender of shares in an Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and
any purported tender of shares made by a person located in Australia,
Hong Kong, Japan, Canada, New Zealand or South Africa or any agent
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within Australia, Hong Kong,
Japan, Canada, New Zealand or South Africa will be invalid and will
not be accepted. Each holder of shares participating in the Offer
will represent that it is not an Australian, Hong Kong, Japanese,
Canadian, New Zealand or South African person, is not located in
Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and
is not participating in such Offer from Australia, Hong Kong, Japan,
Canada, New Zealand or South Africa or that it is acting on a
non-discretionary basis for a principal that is not an Australian,
Hong Kong, Japanese, Canadian, New Zealand or South African person,
that is located outside Australia, Hong Kong, Japan, Canada, New
Zealand or South Africa and that is not giving an order to
participate in such offer from Australia, Hong Kong, Japan, Canada,
New Zealand or South Africa. CareDx will not deliver any
consideration from the Offer into Australia, Hong Kong, Japan,
Canada, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders
with registered addresses in Australia, Hong Kong, Japan, Canada, New
Zealand or South Africa. Banks, brokers, dealers and other nominees
holding shares for persons in Australia, Hong Kong, Japan, Canada,
New Zealand or South Africa must not forward this press release or
any other document received in connection with the Offer to such
persons.

The acceptance period for the Offer for shares of Allenex described in
this communication has not commenced.

In connection with the proposed combination of CareDx and Allenex, an
offer document related to the Offer will be filed with and published
by the SFSA. Shareholders of Allenex should read the above referenced
documents and materials carefully when such documents and materials
become available, as well as other documents filed with the SFSA,
because they will contain important information about the
transaction.

Forward-looking information

Statements in this press release relating to future events, status and
circumstances, including statements regarding future financial or
operating performance, development, commercial activities, growth and
other projections as well as benefits of the Offer, are
forward-looking statements. These statements may generally, but not
always, be identified by the use of words such as "anticipates,"
"expects," "believes," continue," "intends," "target," "projects,"
"contemplates," "plans," "seeks," "estimates," "could," "should,"
"feels," "will," "would," "may," "can," "potential" or similar
expressions or variations, or the negative of these terms. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or
may not occur in the future. There can be no assurance that actual
results will not differ materially from those expressed or implied by
these forward-looking statements due to a variety of factors, many of
which are outside the control of CareDx. These risks and
uncertainties include the risk that the closing conditions are not
satisfied, and that the transaction may not close; that Allenex' and
CareDx' businesses will not be integrated successfully; that
synergies will not be realized or realized to the extent anticipated;
that the combined company will not realize its financing or operating
strategies; that products launched by the combined company are not
successfully commercialized or commercialization efforts are slower
than anticipated; that the benefits of complementary product
portfolios are not be realized; that litigation in respect of either
company or the transaction could arise; that disruption caused by the
combined company make it difficult to maintain certain strategic
relationships; and that interest in current product offerings is not
sustained and the combined company is unable to maintain current
revenue levels. These risks and uncertainties also include those
risks and uncertainties stated in CareDx' filings with the U.S.
Securities and Exchange Commission located at www.sec.gov and that
will be discussed in the offer document to be filed with the SFSA at
a future date by CareDx. CareDx cautions investors not to place
considerable reliance on the forward-looking statements contained in
this press release. Any forward-looking statements contained in this
press release speak only as of the date on which they were made and
CareDx has no obligation (and undertakes no such obligation) to
update or revise any of them, whether as a result of new information,
future events or otherwise, except for in accordance with applicable
laws and regulations.

----------------------------------------------------------------------

[1] Based on 120,288,448 outstanding Allenex shares.
[2] The implied offer value of SEK 2.42 per Allenex share and total
offer value of SEK 291.1 million are based on i) a SEK/USD exchange
rate of 8.4990 as of 15 December 2015, ii) the closing price for
CareDx shares of USD 6.25 as of 15 December 2015 (the last trading
day prior to announcement of the Offer), and iii) 120,288,448
outstanding Allenex shares.

[3] The total value of the Initial Cash Payment and the Contingent
Cash Payments together will not under any circumstances exceed 1.731
per Allenex share but may be lower, should one or more Milestones not
be achieved. Thus, the value of the Deferred Consideration
Alternative will as a maximum correspond to the value of the Mixed
Offer Consideration Alternative.

[4] Since the Majority Shareholders have agreed to sell their shares
in connection with the Offer (please see "Undertaking to accept the
Offer" below), Oscar Ahlgren, Director of the Board of Directors of
Midroc Invest AB and Xenella Holding AB, and Sven-Olof Johansson, CEO
and main shareholder of Fastpartner AB and Director of the Board of
Directors of Xenella Holding AB, have, due to conflict of interests,
based on the above mentioned commitments, not participated in the
preparations and issues related to the Offer in the Allenex Board of
Directors. All other members of the Board of Directors of Allenex,
all of which are independent of the company, the management and the
major shareholders in the company, have participated in the handling
of the issue and the Board of Directors has therefore been quorate.

[5] The implied offer value of SEK 2.42 per Allenex share is based on
i) a SEK/USD exchange rate of 8.4990 as of 15 December 2015, ii) the
closing price for CareDx shares of USD 6.25 as of 15 December 2015
(the last trading day prior to announcement of the Offer), and iii)
120,288,448 outstanding Allenex shares.

[6] See note 5.
[7] Based on 120,288,448 outstanding shares in Allenex and 11,902,363
outstanding shares in CareDx.

[8] Should at some future date a dividend be paid on CareDx' common
stock, the CareDx Shares issued as consideration under the Offer
would carry equal rights with respect to such dividend as the CareDx
Shares already issued and entitled to dividends, provided that the
record date for such dividend occurs after the settlement of the
Offer.

[9] 120,288,448 outstanding Allenex shares and based on the terms for
the All Cash Alternative.

[10] See note 2
[11] Since the Majority Shareholders have agreed to sell their shares
in connection with the Offer (please see "Undertaking to accept the
Offer" below), Oscar Ahlgren, Director of the Board of Directors of
Midroc Invest AB and Xenella Holding AB, and Sven-Olof Johansson, CEO
and main shareholder of Fastpartner AB and Director of the Board of
Directors of Xenella Holding AB, have, due to conflict of interests,
based on the above mentioned commitments, not participated in the
preparations and issues related to the Offer in the Allenex Board of
Directors. All other members of the Board of Directors of Allenex,
all of which are independent of the company, the management and the
major shareholders in the company, have participated in the handling
of the issue and the Board of Directors has therefore been quorate.

[12] All USD amounts have been converted into SEK based on a USD/SEK
exchange rate of 8.1970.

-----------------------------------------------------------
http://news.cision.com/caredx--inc-/r/caredx-announces-a-recommended-pub...
http://mb.cision.com/Main/13671/9885632/457560.pdf

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