Today on 15 February 2016, an extra general meeting was held in Enzymatica AB (publ) ("Enzymatica"). A summary of the resolutions adopted follows below. All resolutions were adopted unanimously.
Acquisition of Zymetech by way of issue in kind of shares and warrants
The meeting resolved in accordance with the proposal of the board of directors to approve the acquisition of 2,142,658 shares in Zymetech ehf. ("Zymetech") through a way of issue in kind of maximum 20,905,942 shares and 3,982,084 warrants in Enzymatica, which only can be subscribed by the shareholders in Zymetech. Subscription and contribution in kind shall be made on 31 May 2016 at the latest.
The assets to be contributed in kind are estimated to be entered in Enzymaticas balance sheet at a value of SEK 73,243,380, out of which SEK 70,034,906 pertains to the new shares and SEK 3,208,474 pertains to the warrants. Subsequently, the new shares are estimated to be issued at an average subscription price of approximately SEK 3.35 and the warrants at an average value of approximately SEK 0.81. The final value whereby the contribution in kind will be included in the balance sheet of Enzymatica and subsequently the final subscription price of the shares and the warrants, will, in accordance with the applicable accounting rules, be determined based on the market price of the shares of Enzymatica at the time of the closing of the transaction.
Enzymaticas share capital may increase with SEK 836,241.30 through the new issue of shares. Upon exercise of the warrants, the share capital of Enzymatica may increase with an amount up to SEK 159,284.05.
Election of new members of the board of directors
The meeting resolved in accordance with the proposal of the board of directors that the board of directors, until the end of the next annual general meeting, shall consist of nine ordinary board members without deputies and elected Guðmundur Pálmason and Sigurgeir Guðlaugsson as new ordinary board members in addition to the current board of directors. Consequently, the members of the board of directors shall thereafter consist of Lennart Nilsson (chairman of the board), Marianne Dicander Alexandersson, Jonas E Forsberg, Anders Jungbeck, Hans Pihl, Nils Siegbahn, Monica Wallter, Guðmundur Pálmason and Sigurgeir Guðlaugsson. The resolution is conditional upon, and shall have effect as of the date of the completion of the acquisition of Zymetech.
Instructions and rules of procedures for the nomination committee's appointment
The meeting resolved in accordance with the proposal of the board of directors that the nomination committee, until a new nomination committee is appointed, shall include Guðmundur Pálmason in addition to the current representatives of the nomination committee, and that Guðmundur Pálmason shall remain in the nomination committee regardless of significant changes in ownership of Enzymatica. The resolution is conditional upon, and shall have effect as of the date of the completion of the acquisition of Zymetech.
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
For more information, please contact:
Fredrik Lindberg, CEO Enzymatica AB
Tel: +46 708-86 53 70 | E-post: firstname.lastname@example.org
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. 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 visit www.enzymatica.com.