Documents

Prospekt (.pdf, in Swedish)

Tilläggsprospekt (I) (.pdf, in Swedish)

Tilläggsprospekt (II) (.pdf in Swedish)

Särskild anmälningssedel för teckning av aktier med företrädesrätt (.pdf, in Swedish)

Anmälningssedel för teckning av aktier utan företrädesrätt (.pdf, in Swedish)

Application form for subscription of shares without preferential rights (.pdf, in English)

Registreringsbevis från Bolagsverket (.pdf, in Swedish)

Bolagsordning (.pdf, in Swedish)

Magle kvartalsrapport, tredje kvartalet 2024 (.pdf, in Swedish)

Årsredovisning pK Biotech ApS 2023 (.pdf, in Swedish)

Årsredovisning pK Biotech ApS 2022 (.pdf, in Swedish)

Background and reasons for the rights issue

The health and pharmaceutical industries are evolving rapidly and require new approaches and strategic partnerships to remain competitive and meet emerging market needs. During the second half of 2024, Magle Group has merged with both Amniotics and pK Chemicals to create a larger player that offers contract development and manufacturing services (CDMO) and sales of the group’s medical devices.

The mergers with Amniotics and pK Chemicals have combined resources and expertise, which is opening up new growth opportunities and operational efficiencies. Magle Group will be able to offer a broad portfolio of products and services, which includes technical dextran, dextran derivatives, DSM-based products, active pharmaceutical ingredients, tailor-made pharmaceutical and medical solutions. This strategic path will lead to an expanded presence globally, addressing new markets and customer segments, further diversifying the combined group’s revenue sources and increasing market penetration and potential revenue growth.

Furthermore, the mergers are expected to create value for the shareholders of Magle Group through synergies in the form of, among other things, increased production capacity, improved CDMO capacity, management expertise, expertise in business development and broadened service offering. In addition, synergies are expected in the form of reduced overhead and financing costs. In total, the value of synergies from such cost savings is estimated to amount to between SEK 13 and 24 million annually and will be released within 12 to 36 months. These mergers, although they are expected to contribute synergies and cost savings over time, have resulted in increased debt in Magle Group, whereby the Board of Directors believes that it would be advantageous for the Company to optimize the capital structure through a new issue of shares to finance the repayment of outstanding loans.

Use of proceeds

Upon full subscription in the Rights Issue, Magle Group will receive approximately SEK 36.8 million before deduction of transaction costs. The transaction costs are expected to amount to approximately SEK 3.1 million. The net proceeds of approximately SEK 33.7 million are expected to be used to optimize the capital structure through repayment of outstanding loans, either by set-off or cash repayment, depending on allotment in the Rights Issue, in accordance with the following:

• Maria Magle Holding AB, SEK 16.6 million (approximately 49 percent), of which at least SEK 16.0 million is intended to be repaid by set-off,
• PRS1 ApS, SEK 14.4 million (approximately 43 percent), of which at most SEK 14.4 million is intended to be repaid by set-off, and
• Mats Pettersson, SEK 2.7 million (approximately 8 percent), of which at least SEK 0.4 million is intended to be repaid by set-off.