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Yubico AB (“Yubico” or the “Company”) has, based on the authorization from the extraordinary general meeting on 20 June 2023, resolved to carry out a placement of newly issued shares, including shares newly issued as merger consideration, of in total 3,407,142 shares (1,316,922 newly issued shares and 2,090,220 merger consideration shares) at a subscription price of SEK 101 per share (the “Share Placement”). The subscription price has been determined through an accelerated bookbuilding procedure performed by Skandinaviska Enskilda Banken AB (“SEB”). After the Share Placement, the total number of shares in Yubico will amount to 86,114,017.
The bookbuilding procedure that was announced by the Company earlier today has been completed and Yubico’s board of directors has resolved to carry out a placement of a total of 3,407,142 shares (1,316,922 newly issued shares and 2,090,220 merger consideration shares) at a subscription price of SEK 101 per share, consequently raising proceeds of approximately SEK 344 million before transaction costs. A number of institutional investors have subscribed for shares in the Share Placement, among these the existing shareholders AMF Tjänstepension, Bure Equity, the Fourth Swedish National Pension Fund and Handelsbanken Fonder as well as the new investors Swedbank Robur Fonder and Thomas von Koch (through the company TomEnterprise AB).
As previously communicated, the reasons for the deviation from the shareholders' preferential rights are that the Share Placement occurs as a step directly connected to the merger between the Company and the former Yubico AB, which was completed earlier today on 20 September 2023, and is necessary because of the transaction structure for the merger. Yubico will use the proceeds from the Share Placement to finance its obligation to effect cash payments to shareholders in the former Yubico AB who were not eligible to receive share consideration in the Company in connection with the merger. In addition, shares issued as merger consideration by the Company have been placed to finance exercise of warrants and options in the former Yubico AB that were effected by certain holders. As the subscription price in the Share Placement was determined through a bookbuilding procedure, the board of directors assesses that the subscription price is on market terms, such that it reflects prevailing market conditions and investor demand. The subscription price in the Share Placement corresponds to a discount of 1% relative to the closing price on 20 September 2023.
The Share Placement entails an increase in the number of shares in Yubico from 84,797,095 shares (including the shares issued as merger consideration) to 86,114,017 shares. The Company's share capital increases from SEK 211,992,737.50 to SEK 215,285,042.50. Based on the number of outstanding shares and voting rights in the Company following the merger, the Share Placement implies a dilution of approximately 2% in relation to the total number of outstanding shares and voting rights in the Company after the Share Placement.
In connection with the merger discussed above, Bure Equity AB, Stina Ehrensvärd and Mattias Danielsson have entered into lock-up undertakings, with customary exceptions, for a period of 365 days from 20 September 2023. The other shareholders of the former Yubico AB who were eligible to receive shares as merger consideration, including AMF Tjänstepension, entities affiliated with Andreessen Horowitz, Meritech and Ram Shriram, have entered into lock-up undertakings, subject to customary exceptions, for a period of 180 days. Any shares already held in the Company before the merger (i.e. that were held in ACQ Bure AB (publ)) are not subject to the lock-up undertakings.
SEB is acting as Sole Global Coordinator and Bookrunner and Advokatfirman Cederquist is acting as legal advisor to the Company in connection with the Share Placement.