Background CareDx, Inc (the “Bidder”) announced on 16 December 2015 a public takeover offer to the shareholders of Allenex AB (publ) (“Allenex”) to acquire all of the outstanding shares of Allenex (the “Offer”). With the exception of Midroc Invest AB, Fastpartner AB and Xenella Holding AB, the shareholders of Allenex were offered a cash consideration of 2.50 SEK per share (the “Cash Alternative”). As an alternative offer, a cash consideration of SEK 1.731 per share and 0.01298 shares in the Bidder per share in Allenex was offered (the “Mixed Alternative”), which at the time of the publication of the offer corresponded to a value of 2.42 SEK[1] (http://file///C:/Users/Lars/Dropbox/IRF%202016/Allenex%202016/Statement% 2 0by%20The%20board%20of%20directors%20regarding%20revised%20offer%20project%20Vik i ng%20IRF.docx#_ftn1) per share in Allenex. The Board of Directors announced on the same date that it had resolved to recommend the shareholders of Allenex to accept the Offer. The Board of Directors also emphasized that the question whether the Cash Alternative or the Mixed Alternative is the most preferable alternative for the shareholders must be based on an assessment of the individual shareholder of Allenex. By way of a press release dated 9 February 2016 the Bidder has revised the terms for the Offer as regards the Mixed Alternative. The total cash payment of 1.731 SEK per share in Allenex remains unchanged. The share component, however, is enhanced from 0.01298 shares in the Bidder per Allenex share to 0.01458 shares in the Bidder per Allenex share. At the time of the announcement of the revised terms, the Mixed Alternative corresponded to a value of 2.28 SEK per share in Allenex.[2] (http://file///C:/Users/Lars/Dropbox/IRF%202016/Allenex%202016/State m ent%20by%20The%20board%20of%20directors%20regarding%20revised%20offer%20project% 2 0Viking%20IRF.docx#_ftn2) Computed as per 15 December 2015, i.e. the last trading day before the announcement of the Offer, the revised terms corresponds to a value of 2.51 SEK per share in Allenex.[3] (http://file///C:/Users/Lars/Dropbox/IRF%202016/Allenex%202016/State m ent%20by%20The%20board%20of%20directors%20regarding%20revised%20offer%20project% 2 0Viking%20IRF.docx#_ftn3) The terms for the Cash Alternative were not changed. For further information regarding the Offer, please refer to the Bidder’s press release dated 9 February 2016 and the offer document which the Bidder will publish and distribute to the shareholders of Allenex. This statement is made by the Board of Directors of Allenex pursuant to section II.19 of the rules concerning takeover bids on the stock market adopted by Nasdaq Stockholm (the “Takeover Rules”). The members of the Board of Directors of Allenex Oscar Ahlgren, member of the Board of Directors of Midroc Invest AB and Xenella Holding AB, and Sven-Olof Johansson, CEO and main shareholder of Fastpartner AB and member of the Board of Directors of Xenella Holding AB, have, due to conflict of interest, not participated in the preparations and resolutions regarding issues related to the Offer. All other members of the Board of Directors of Allenex, all of which are independent of the company, the management and the major shareholders of the company, have participated in the handling of the issue and the Board of Directors has therefore been quorate. The Board of Directors’ recommendation The Board of Directors’ earlier recommendation to the shareholders of Allenex to accept the Offer remains. The Board of Directors notes that there are no proposed changes to the Cash Alternative. Whether the Cash Alternative or the Mixed Alternative is the most preferable for a shareholder must still be based on an assessment made by the individual shareholder of Allenex. The Board of Directors would in that context like to draw the shareholders’ of Allenex particular attention to the fact that the value of the consideration of the Mixed Alternative will vary over time depending on the price of the shares of the Bidder and the USD/SEK exchange rate. The Board of Directors refers to its statement dated 16 December 2015 for additional information. This statement shall in all aspects be governed by and interpreted in accordance with Swedish law. Any disputes relating to or arising in connection with this statement shall be settled exclusively by Swedish courts. Stockholm on 18 February 2016 Allenex AB (publ) The Board of Directors Adviser Advokatfirman Lindahl KB is the legal adviser to Allenex. For additional information, please contact: Anders Williamsson, chairman of the Board of Directors of Allenex, 0708 – 72 18 65 About Allenex Allenex is a life science company that develops, manufactures, markets and sells products for safer transplants of organs and bone marrow on the global market. Allenex is listed on NASDAQ Stockholm Small Cap (ticker: ALNX). 57 persons are employed in the Allenex group. The information in this press release shall be disclosed by Allenex AB (publ) pursuant to the Securities Markets Act and the Takeover Rules. The information was submitted for publication on 18 February 2016, 08.30 am (CET). [1] (http://file///C:/Users/Lars/Dropbox/IRF%202016/Allenex%202016/Statement%20b y %20The%20board%20of%20directors%20regarding%20revised%20offer%20project%20Viking % 20IRF.docx#_ftnref1) Based on the SEK/USD exchange rate of 8,4990 per 15 December 2015 and the closing price of the Bidder’s share in USD of 6,25 per 15 December 2015. [2] (http://file///C:/Users/Lars/Dropbox/IRF%202016/Allenex%202016/Statement%20b y %20The%20board%20of%20directors%20regarding%20revised%20offer%20project%20Viking % 20IRF.docx#_ftnref2) Based on the SEK/USD exchange rate of 8,4547 per 8 February 2016 and the closing price of the Bidder’s share in USD of 4,43 per 8 February 2016. [3] (http://file///C:/Users/Lars/Dropbox/IRF%202016/Allenex%202016/Statement%20b y %20The%20board%20of%20directors%20regarding%20revised%20offer%20project%20Viking % 20IRF.docx#_ftnref3) Based on the SEK/USD exchange rate of 8,4990 per 15 December 2015 and the closing price of the Bidder’s share in USD of 6,25 per 15 December 2015.
STATEMENT BY THE BOARD OF DIRECTORS OF ALLENEX AB (PUBL) IN RELATION TO REVISED TERMS IN THE PUBLIC TAKEOVER OFFER FROM CAREDX, INC
| Source: Allenex AB
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