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In accordance with previous communication from Yubico AB (“Yubico” or the “Company”), the board of directors of the Company has mandated Skandinaviska Enskilda Banken AB (“SEB”) to evaluate the conditions for carrying out a placement of newly issued shares, including shares newly issued as merger consideration (the “Share Placement”). The Share Placement is expected to amount to approximately SEK 340 million and will be directed towards institutional investors by way of a bookbuilding procedure. The Company intends to use the proceeds from the share issue to finance cash payments to those shareholders in the former Yubico AB who were not eligible to receive shares as merger consideration in connection with the merger between the Company and the former Yubico AB, that was completed earlier today. The placing of shares that have been newly issued as merger consideration occurs to finance exercise of warrants and options in the former Yubico AB that were effected by certain holders.
As previously communicated today, the merger between the Company and the former Yubico AB has been completed and the first day of trading in the shares of the combined company, Yubico, commenced today 20 September 2023 on Nasdaq First North Growth Market.
Yubico’s intention is to carry out the share issue in the Share Placement with deviation from the shareholders’ preferential rights, based on the authorization granted by the extraordinary general meeting held on 20 June 2023. The subscription price and the total number of newly issued shares, including shares newly issued as merger consideration, in the Share Placement will be determined through an accelerated bookbuilding procedure, which will begin immediately following the announcement of this press release and is expected to end before trading commences on Nasdaq First North Growth Market on 21 September 2023. The bookbuilding procedure may close earlier or later and may be cancelled at any point in time without prior notification. Yubico will announce the outcome of the Share Placement by way of a press release after the closing of the bookbuilding procedure.
The reasons for the deviation from the shareholders' preferential rights are that the Share Placement is intended to occur as a step directly connected to the merger between the Company and the former Yubico AB and is necessary because of the transaction structure for the merger. It is Yubico’s intention to carry out the Share Placement in order 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 between the Company and the former Yubico AB. In addition, shares issued as merger consideration by the Company will be 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 will be determined through a bookbuilding procedure, the board of directors assesses that the subscription price will be on market terms, such that it reflects prevailing market conditions and investor demand.
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 Yubico 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.
 Yubico AB, corporate registration number 556720-8755, was absorbed by way of the merger with the Company.