IGEA Calls Extraordinary General Meeting
IGEA Pharma N.V. (SIX: IGPH) today announced the convening of an extraordinary general meeting (the "EGM") for Wednesday, 28 April 2021. The EGM will resolve on matters regarding the business combination with Blue Sky Natural Resources LTD ("BSNR") as further indicated below (and as previously disclosed by IGEA on 8 August 2020 and 15 February 2021) and on the appointment of newly proposed non-executive directors.
The business combination has been structured through a contribution in-kind by the BSNR shareholders of their ownership in BSNR into IGEA by subscribing IGEA's newly issued shares. The reference value of BSNR has been set by the board of IGEA in CHF 186 million (on a fully diluted and post-money basis). Accordingly, the board will propose to the EGM the issuance of up to 309'600'000 new shares of IGEA (the "New Shares"), with exclusion of any pre-emptive right. The New Shares will be reserved for issuance to the shareholders of BSNR only. Issuance will be at par and payment will be by contribution in-kind of the BSNR shares only, according to the provisions of article 2:94b of the Civil Code. In case of fractions, the figures will be rounded down to the nearest New Shares' unit. The percentage in the share capital of BSNR not contributed-in will result in an equal reduction in the New Shares, provided however that at least 75% of the share capital (on a fully diluted basis) and the votes of BSNR shall be achieved for considering the transaction as completed. The satisfaction of further conditions customary for a transaction of this type remain valid until the EGM.
Furthermore, the agenda items of the EGM will include the appointment of newly proposed non-executive directors, as disclosed separately by IGEA.
The convening notice including agenda, explanatory notes, proxy material and any additional information concerning the conduct of the EGM will be disclosed and made public on or before Saturday, 27 March 2021.
IGEA Pharma N.V. focuses on health-tech and med-tech products and devices. Health-tech products are exclusively preventative. IGEA commercializes an Alzheimer's prevention set (which includes 'Alz1', an at-home lab test kit to measure non-bound copper in the blood and a natural dietary supplement branded 'Alz1 Tab' designed to reduce blood heavy metals content) and expects to integrate the non-bound copper detection-based pipeline with a diabetes type II prevention set in 2021. Non-bound copper is an expected Alzheimer's and diabetes type II associated biomarker. Controlling non-bound copper can contribute to reduce the risk of Alzheimer's and diabetes type II. IGEA furthermore commercializes a COVID19 rapid test for the detection of IgM and IgG SARS-CoV-2 related antibodies. Med-tech products focuses on selected solutions and specialties, among which dry aerosol generators for air and inanimate environmental surfaces sanitization and sterilization and air purification devices.
IGEA is listed on the SIX Swiss Exchange (ticker IGPH) and is headquartered in Hoofddorp, the Netherlands. Find out more at www.igeapharma.nl
This document does neither constitute an offer to buy or to subscribe for securities of IGEA Pharma N.V. nor a prospectus within the meaning of applicable Swiss laws and regulations or the SIX Swiss Exchange Listing Rules. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of IGEA Pharma N.V. solely based on the official prospectus (the "Prospectus") to be published by IGEA Pharma N.V. in due course. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
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 the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. IGEA Pharma N.V. assumes no responsibility to update forward looking statements or to adapt them to future events or developments.
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 announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. IGEA Pharma N.V.'s shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the IGEA Pharma N.V. shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.
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 "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (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.
This document does not constitute an offer of securities to the public of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offer of securities referred to in this document to persons in the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") as implemented in member states of the EEA, from the requirement to produce a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state that has implemented the Prospectus Regulation is only addressed to qualified investors in that member state within the meaning of the Prospectus Regulation and such other persons as this document may be addressed on legal grounds. For the purposes of this paragraph, the expression an "offer to the public" in relation to any securities in any member state means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities.
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