Q-linea publishes prospectus for Initial Public Offering on Nasdaq

Q-linea AB (publ) (”Q-linea” or the ”Company”), a research, development and manufacturing company that primarily develops instruments and disposables for rapid infection diagnostics, announced on 11 November 2018 its intention to launch an Initial Public Offering of the Company’s shares[1] (the “Offering”) and to list the shares on Nasdaq Stockholm. The prospectus for the Offering, including price and other terms in the Offering, is announced today and the first day of trading is expected to be 7 December 2018.

The Offering in brief 

• The Offering comprises of an offering to the general public in Sweden and an offering to institutional investors in Sweden and abroad, including to qualified institutional investors in the US.
• The Offering comprises not more than 9,166,667 new shares in Q-linea, corresponding to SEK 550 million before issue expenses.
• Furthermore, the Company has issued an over-allotment option of a maximum of 1,375,000 new shares in the Company, corresponding to SEK 82 million before issue expenses and 15 percent of the total number of shares in the Offering (the “Over-allotment Option”).
• The Offering will in total comprise a maximum of 10,541,667 new shares in the Company, corresponding to a total value of SEK 632 million before issue expenses and 41.6 percent of the total number of shares in the Company after completion of the Offering, assuming that the Offering is fully subscribed and the Over-allotment Option is fully utilized.
• The final price in the Offering will be established through a book-building procedure and is expected to be set within the range of SEK 60-70 per share (the “Offering Price”), resulting in a market capitalization of Q-linea of approximately SEK 1,522-1,670 million, provided that the Offering is fully subscribed and the Over-allotment Option is fully utilized. The price in the Offering is expected to be announced by way of a press release on or around 7 December 2018
• Four cornerstone investors have undertaken to acquire shares as set out below. If the Offering is fully subscribed, the Over-allotment Option is fully utilized and that the Offering Price corresponds to the midpoint of the price range (SEK 65), the total subscription undertakings amount to 28.5 percent of the number of shares in the Offering corresponding to SEK 180 million.
• The current shareholders Investment AB Öresund and The Fourth National Pension Fund have committed to, subject to certain conditions, subscribe for shares in the Offering for SEK 40 and 50 million respectively, i.e. a total of SEK 90 million. Provided that the Offering is fully subscribed, the Over-allotment Option is fully utilized and that the Offering Price corresponds to the midpoint of the price range (SEK 65), the undertakings comprise a maximum of 615,384 and 769,230 shares respectively, corresponding to 6.3 and 7.9 percent of the shares respectively in the Offering and 2.5 and 3.1 percent of the shares respectively in the Company. Investment AB Öresund and The Fourth National Pension Fund will own a total of approximately 9.2 and 6.7 percent of the shares respectively in the Company provided that the Offering is fully subscribed, the Over-allotment Option is fully utilized and that the Offering Price corresponds to the midpoint of the price range (SEK 65).
• Furthermore, Catella Fondförvaltning AB and Länsförsäkringar Fondförvaltning have committed to, subject to certain conditions, subscribe for shares in the Offering for SEK 60 and 30 million respectively, i.e. a total of SEK 90 million. Provided that the Offering is fully subscribed, the Over-allotment Option is fully utilized and that the Offering Price corresponds to the midpoint of the price range (SEK 65), the undertakings comprise a maximum of 923,076 and 461,538 shares respectively, corresponding to 9.5 and 4.7 percent of the shares respectively in the Offering and 3.8 and 1.9 percent of the shares in the Company.
• Certain board members and senior executives (among others CEO Jonas Jarvius) of the Company have committed to subscribe for shares in the Offering for SEK 3.3 million. Provided that the Offering is fully subscribed, the Over-allotment Option is fully utilized and that the Offering Price corresponds to the midpoint of the price range (SEK 65), the undertakings comprise 51,076 shares, corresponding to 0.52 percent of the shares in the Offering and 0.21 percent of the shares in the Company. Jonas Jarvius will thereafter own a total of approximately 1.54 percent of the shares in the Company.
• A prospectus with full terms and conditions is published today 23 November 2018.
• The subscription period for the general public is expected to be 26 November to 5 December 2018 and the subscription period for institutional investors is expected to be 26 November to 6 December 2018.
• The first day of trading on Nasdaq Stockholm is expected to be 7 December 2018 and the shares will trade under the ticker “QLINEA”.
• The expected settlement day of the Offering is 11 December 2018.
• The Offering is conditional upon the new share issue within the Offering raising a minimum amount of SEK 420 million before issue expenses.

Jonas Jarvius, CEO of Q-linea, comments:
“Q-linea is in a very exciting phase, with our main product ASTar approaching clinical studies and the market. The planned IPO will enable us to finalize product development in an efficient manner and initiate clinical studies in relevant markets. We look forward in becoming a listed company and with ASTar be able to help sick patients with infections to return to a normal life.”

Erika Kjellberg Eriksson, CEO of Nexttobe AB and chairman of the board of Q-linea, comments:
“We invested in Q-linea in 2012 and have through our close cooperation followed the development from idea to close to complete product. We share the Company’s opinion that the first product, ASTar, will save lives of patients with severe sepsis (blood infection), and see the planned listing as an important step in strengthening the Company to reach the planned commercialization.”

About Q-linea and background to the Offering
Over the past six years, Q-linea has developed innovative systems for in vitro diagnostics of infectious diseases. Q-linea’s leading product, ASTar, is much faster than today’s methods at determining which antibiotics are effective against an infection, known as an AST. ASTar is expected to shorten the time it takes to identify the proper treatment of patients with sepsis by more than 24 hours. The method has substantial potential to save lives, reduce hospital costs, avoid unnecessary antibiotic treatment and slow the development of resistant bacteria.

Q-linea strives to establish and then strengthen the Company’s position as a key player in diagnosing infectious diseases through the development of innovative diagnostics platforms with the potential to be both first-in-class and best-in-class. The Company’s first product, ASTar, is expected to be available in the European market in the fourth quarter of 2019. Over the coming years, Q-linea plans to expand its product offering for ASTar and obtain regulatory approval in the US.

The Company’s principal shareholder, Nexttobe AB, and the board of directors are working actively to realise Q-linea’s long-term strategy and believe that it is an appropriate time to apply for a listing of the Company’s shares on Nasdaq Stockholm. Listing the Q-linea share is a logical next step for the Company, as it will not only broaden the Company’s ownership base but also increase awareness of the Company and its operations and offer Q-linea access to the Swedish and international capital markets.

Q-linea is planning to use the net proceeds from the issue in the order of priority described below, with the approximate proportion of the issue proceeds stated in per cent (%):

• Complete the development of the ASTar instrument and consumables and initiate and complete clinical studies related to ASTar in the EU and the US (45-50%);
• Build internal production of the most important consumables for ASTar, manage external production and improve operating capital position to strengthen the launch capacity of ASTar and related consumables (25-30%);
• Build market and support function and other administrative and current costs (15-20%); and
• Develop new applications for ASTar (10-15%).

Prospectus and application form
The prospectus (in Swedish and English) regarding the Offering is published today, 23 November 2018 on Q-linea’s website (www.qlinea.com). The prospectus is also available on Carnegie’s website (www.carnegie.se), Redeye’s website (www.redeye.se), Avanza’s website (www.avanza.se) and Nordnet’s website (www.nordnet.se). An application can be made through Avanza’s Internet service (www.avanza.se) or Nordnet’s Internet service (www.nordnet.se).

Preliminary timetable

•  Publication of the prospectus:                                                                         23 November 2018
•  Application period for the general public in Sweden:                    26 November – 5 December 2018
•  Bookbuilding for institutional investors:                                      26 November – 6 December 2018
•  First day of trading of Q-linea’s shares:                                                            7 December 2018
•  Settlement day:                                                                                             11 December 2018

Advisors
Carnegie Investment Bank AB (publ) is Sole Global Coordinator and Bookrunner. Redeye AB is Co-lead Manager (together “Managers”). Advokatfirman Lindahl KB is legal advisor to the Company and Nexttobe AB. Baker & McKenzie Advokatbyrå KB is legal advisor to the Managers regarding Swedish law and Baker & McKenzie LLP is legal advisor to the Managers regarding US law.

For further information, please contact:
Anders Lundin, CFO and IR
Telephone: +46 706 00 15 20
E-mail: anders.lundin@qlinea.com

The information was submitted for publication, through the agency of the contact person set out above, at 09.00 CET on 23 November 2018.

About Q-linea
Q-linea AB is a diagnostics company focused on developing and delivering solutions for healthcare providers, enabling them to accurately diagnose and treat infectious diseases in the shortest possible time. Our core product, ASTar™, is a system for quickly and automatically determining the most effective antibiotic for the treatment of infectious diseases. The company was founded in 2008 on technology developed by scientists from the Rudbeck Laboratory at Uppsala University, together with other companies such as Olink Bioscience AB and Uppsala University’s holding company, UUAB.

About Nexttobe AB
Nexttobe AB is an investment company with focus on growth equity investments in healthcare, medical devices and specialty pharmaceutical companies but also invests in technology and consumer companies. Nexttobe AB started its investment operations in 2011 and has since its founding invested in more than 30 companies.

About Catella Fondförvaltning AB
Catella Fonder, founded in 1997, is an active fund manager focusing on the Nordic markets. Catella manages equity funds, alternative funds, balanced funds and credit funds. Catella Fonder currently has approximately SEK 45 billion under management.

About the Fourth Swedish National Pension Fund
Fjärde AP-fonden (the Fourth Swedish National Pension Fund) is one of five buffer funds that manage capital on behalf of the Swedish state pension system. Fjärde AP-fonden’s mission is to contribute to financial stability for the pensioners of today and the future through managing part of the state pension system’s buffer capital. Fjärde AP-fonden’s long-term perspective, responsible ownership and sustainability engagement create opportunities for high returns to a low cost.

In that way, Fjärde AP-fonden operates for safer pensions. At the end of 2017 the fund had SEK 357 billion under management, of which SEK 200 billion in stocks.

About Investment AB Öresund
Investment AB Öresund is a listed investment company active in asset management. Öresund’s overall goal as an investment company is to run its business in such a way as to generate a healthy long-term return for its shareholders. The investment portfolio includes approximately 25 companies. Öresund has a net asset value of SEK 6.1 billion and a net cash position of SEK 144 million (as of Q3 2018). Öresund’s main owner is the Qviberg family. For more information, see www.oresund.se.

About Länsförsäkringar Fund Management
Länsförsäkringar Fund Management is a subsidiary of Länsförsäkringar Bank which is owned by 23 regional insurance companies. The fund volume amounted to SEK 159 billion at the end of 2017 of which SEK 139 billion is managed under its own brand.

Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Q-linea AB (publ) (the “Company”) in any jurisdiction where such offer or sale would be unlawful.

In any EEA Member State, other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of the Prospectus Directive. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This document and the information contained herein are not for distribution in or into the United States of America.

This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any 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”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

Forward-looking statements
Matters discussed in this communication may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.

[1]  “shares” refer to ordinary shares in the Company