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Enzymatica AB: Enzymatica signs acquisition agreement and prepares for international expansion with new share issue

Enzymatica has signed an agreement to acquire Icelandic company Zymetech via a
non-cash issue. This acquisition gives Enzymatica international exclusive
rights to a patent-protected enzyme, a key ingredient in ColdZyme® Mouth
Spray, as well as control over production of the enzyme, access to
international research and development expertise and Zymetech's portfolio.
The capital contributed by the subsequent cash issues will enable a stronger
focus on commercial investments and international geographic expansion.

Enzymatica AB (publ) ("Enzymatica") has signed an agreement to acquire 99.5
percent of the shares of Zymetech ehf. The purchase price consists of
approximately 20,9 million new shares in Enzymatica and approximately 4
million new warrants to subscribe for additional shares in Enzymatica. The
new shares will be the same type as the Enzymatica shares already issued.

As a result, it is proposed that the acquisition be completed via a non-cash
issue of shares in Enzymatica offered to Zymetech's shareholders. As of
January 27, the 20,9 million shares were equal to a price of SEK 3.35 per
share and a value of approximately SEK 70 million, while the premium for the
4 million new warrants was valued at approximately SEK 3.2 million. Each
warrant entitles the holder to subscribe for one new share in Enzymatica at a
subscription price of SEK 5 during a period of between 18 and 24 months from
completion of the transaction. Standard conversion provisions will be
applicable to the warrants in the event of transactions such as share issues.
As part of the deal Enzymatica also acquires the right to trademarks on
selected markets for SEK 3.1 million in cash from one of the principal owners
of Zymetech.

Enzymatica will publish a notice of extraordinary general meeting on February
15, 2016 in a separate press release to approve the transaction with
Zymetech. The transaction is subject to the necessary governmental approvals
and other customary closing conditions as well as at least half of the votes
cast at the meeting approving the transaction and voting for the non-cash

Several major Enzymatica shareholders, representing approximately 25.6 percent
of all Enzymatica votes, are supportive of the proposal and have committed to
vote for execution of the transaction at the extraordinary general meeting.

Enzymatica has an outstanding 2013/2017 employee share ownership plan.
Enzymatica has issued warrants to a subsidiary to secure its obligations
under the employee share ownership plan. All participants in Enzymatica's
employee share ownership plan have opted to waive their rights to the
employee share ownership plan prior to the date the agreement is entered into
and Enzymatica's board of directors will therefore ensure that the warrants
held by the subsidiary are cancelled prior to the extraordinary general

Preemptive right issue of SEK 60 million

In addition, Enzymatica's board of directors will, subsequent to the closing
of the transaction, propose a cash issue of new shares in the first half of
2016 with preemptive rights for existing shareholders amounting to
approximately SEK 60 million and an extended mandate for a future private
placement of up to SEK 40 million. The preemptive right issue and the
extended mandate provide a decision at a separate extraordinary general
meeting. The main reason for the preemptive rights issue is to create
financial sustainability for the company to enable it to pursue commercial
opportunities more aggressively and thus foster a substantial long-term
future increase in the sales of cold product ColdZyme. The reason for the
extended mandate for a private placement is to take advantage of future
opportunities to bring in strong long-term owners and provide additional
financing for the company's growth strategy.

"We are excited about the acquisition of Zymetech, which I see as a key
strategic complement to Enzymatica's business and crucial for making our
planned geographic expansion a reality. The acquisition gives Enzymatica
patent-protected exclusivity for ColdZyme throughout Europe and about ten
additional countries, which enables us to retain our lead over competitors
until at least 2020," says Fredrik Lindberg, CEO of Enzymatica, who

"We can now increase our rate of expansion and pursue opportunities to sign
major, exclusive distribution agreements. In addition, the expertise added to
the company through Zymetech's R&D organization in Iceland will give us a
renewed drive toward the growth targets we have for our product portfolio."

"As major shareholder and representative for Zymetech's largest shareholders,
representing 73,5 percent of ownership, we are highly positive to the
transaction and the growth strategy for Enzymatica," says Gudmundur Palmason,
Chairman of the Board at Zymetech.

This group of shareholders has expressed a desire to be long-term owners of
Enzymatica. As a result, they have entered into a lock-up agreement
stipulating that they cannot dispose of shares they have received as payment
until at least 360 days have passed from completion of the transaction.

Background of acquisition
Enzymatica has had a commercial agreement with Zymetech for a few years which
has guaranteed an unlimited supply of enzymes, but which also has given
Enzymatica exclusive rights to sell proprietary products in the Nordic
region. Enzymatica has had non-exclusive distribution rights outside of the
Nordic region.

Acquisition effects

Following the acquisition of Zymetech, Enzymatica will have patent protection
for its own products and Zymetech's products, including ColdZyme and existing
pipeline products, in the EU, China, Australia, Russia, Canada and other
countries. Given that Zymetech is the only producer of the relevant deep-sea
enzyme, the acquisition also gives Enzymatica global control over the enzyme
production, which could substantially slow down competition in important
countries where Enzymatica does not have full patent protection, such as the
US. After the acquisition, Enzymatica will thus have exclusive rights in
countries with patent protection until 2020 and a technological lead of
several years over the rest of the world.

Zymetech has advanced knowledge in enzyme technology, applied enzyme research,
as well as in refinement and formulation of the relevant enzyme, which also
enables the area of application for ColdZyme to be broadened and facilitates
the development of new products based on the combined technology platform of
both companies. In addition, Zymetech and Enzymatica have each applied for
patents in additional areas of application and production processes, which is
estimated to extend the protection of parts of the technology and their use
as well as put pressure on competitors even after 2020. Zymetech focuses its
research and development into upper respiratory tract infections and brings
to the table a pipeline of products in an early phase. In addition, the
company is broadening its research into other therapeutic areas.

The acquisition of Zymetech will also enable optimization of the enzyme
solution's production process.

The combined companies had total assets of approximately SEK 57 million and
equity of approximately SEK 43 million as of September 30 2015. Translated to
Swedish currency, their combined sales for the period January-September 2015
were just over SEK 20 million. The head office of the combined company will
be in Lund. Zymetech currently has about ten employees who will be integrated
into Enzymatica. After the acquisition, Enzymatica will thus have
approximately 25 employees. The company's organization for R&D and production
will remain in Reykjavik. Management estimates that no significant staff
changes will be made as a result of the transaction and that the bolstered
financial resources of the combined companies will enable them to
aggressively pursue commercial investments and international expansion. The
liquidity of the combined companies has been secured in the short term with a
loan from ALMI in the amount of SEK 5 million, with an option for an
additional SEK 2 million following a resolution at the meeting to conduct the
planned share issues.

ABG Sundal Collier has served as the financial adviser and Setterwalls as the
legal adviser to Enzymatica in connection with the transaction. HDR Partners
has served as the financial adviser and Roschier as the legal adviser to
Zymetech in connection with the transaction.

For more information, contact:
Fredrik Lindberg, CEO Enzymatica AB

Tel: +46 (0)708-86 53 70 | Email:fredrik.lindberg@enzymatica.com

About Enzymatica AB

Enzymatica is a life science company whose business concept is to offer
effective help against some of our most common diseases where viruses or
bacteria play a decisive role. Over a short period the company has developed
a unique oral spray for colds, ColdZyme®, and launched it on six markets.
Since launch the product has become one of the leading articles for colds in
Swedish pharmacies. Development includes medical devices in upper respiratory
infections and oral health, and veterinary products. The company is
headquartered in Lund, Sweden and is listed on Nasdaq First North. For more
information, please visitwww.enzymatica.com.
Enzymatica's certified adviser is Erik Penser Bankaktiebolag.

About Zymetech

Zymetech is a globally leading company in research, development, production
and sales of marine-derived enzymes for therapeutic application. The
company's technology of developing and manufacturing formulations containing
marine-derived enzymes is called the Penzyme® technology and is at the core
of its intellectual property.

Zymetech's use of cod enzymes (called Penzyme®) for therapeutic application is
patented-protected in 27 countries. Core and clinical research has
demonstrated effectiveness of Penzyme® against a variety of skin conditions,
wound healing and viral and bacterial infections. For more information,
please visitwww.zymetech.com

Press release (PDF)


This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Enzymatica AB via Globenewswire


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