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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Ad hoc announcement pursuant to Article 53 of the SIX Exchange Regulation Listing Rules
Männedorf, Switzerland, 2 September 2021 – Tecan Group Ltd. (“Tecan Group” or “Tecan”, SIX Swiss Exchange: TECN) launches an accelerated bookbuilding for the placement of up to 650,000 new registered shares (the "New Shares") with a par value of CHF 0.10 per share (the "Share Placement").
The net proceeds from the Share Placement will be used to partly refinance the USD 1.0 billion (CHF 920 million) acquisition of Paramit Corporation, a leading OEM developer and manufacturer of medical devices and life science instruments, that was announced on 23 June 2021 (the “Acquisition”). On 2 August 2021, Tecan announced that it has successfully completed the Acquisition. As previously communicated, Tecan intends to refinance the remaining part of the Acquisition through a mix of cash on hand and a bond offering, subject to market conditions.
The New Shares, corresponding to up to approx. 5.4% of Tecan's currently issued, registered share capital, will be issued from Tecan's existing authorised share capital. The Share Placement excludes subscription rights for existing shareholders. The New Shares will be offered exclusively to professional clients in Switzerland, qualified investors outside of Switzerland and the United States pursuant to Regulation S of the U.S. Securities Act and qualified institutional buyers in the United States pursuant to Rule 144A of the U.S. Securities Act. The issue price of the New Shares (the "Issue Price") will be determined in an accelerated bookbuilding process, which will start immediately. The Issue Price as well as the number of New Shares to be issued will be announced upon completion of the bookbuilding process, expected prior to market opening on or around 3 September 2021.
The New Shares are expected to be listed and admitted to trading on SIX Swiss Exchange on 7 September 2021. Payment and settlement is expected to take place on 7 September 2021. The New Shares will rank pari passu with the existing shares.
In connection with the Share Placement Tecan agreed to a 180-day lock-up period after the listing of the New Shares, subject to certain customary exceptions.
Certain risk factors relating to Tecan and the Acquisition are available on Tecan’s website: https://www.tecan.com/investor-overview
Tecan (www.tecan.com) is a leading global provider of laboratory instruments and solutions in biopharmaceuticals, forensics and clinical diagnostics. The company specializes in the development, production and distribution of automation solutions for laboratories in the life sciences sector. Its clients include pharmaceutical and biotechnology companies, university research departments, forensic and diagnostic laboratories. As an original equipment manufacturer (OEM), Tecan is also a leader in developing and manufacturing OEM instruments and components that are then distributed by partner companies. Founded in Switzerland in 1980, the company has manufacturing, research and development sites in both Europe and North America and maintains a sales and service network in 52 countries. In 2020, Tecan generated sales of CHF 731 million (USD 778 million; EUR 683 million). Registered shares of Tecan Group are traded on the SIX Swiss Exchange (TECN; ISIN CH0012100191).
For further information:
Senior Vice President, Corporate Communications & IR
Tel. +41 (0) 44 922 84 30
Fax +41 (0) 44 922 88 89
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of Article 35 et seqq. or 69 of the Swiss Federal Act on Financial Services and not a prospectus under any other applicable laws. The offer and listing of the Securities will be made without the publication of a prospectus in reliance on the exemptions provided in article 36 paragraph 1 letter a and article 38 paragraph 1 letter a of the Financial Services Act. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities into the United State or in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state is only addressed to qualified investors in that member state within the meaning of Regulation (EU) 2017/1127 and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or a qualified investor may act or rely on this document or any of its contents.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Tecan Group AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Tecan Group AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, Tecan Group AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof (including any forward-looking statement) following the date hereof.
None of the underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the underwriters and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.