Vita 34 AG updates on planned capital increase and changes in the management
Vita 34 AG / Key word(s): Corporate Action/Change of Personnel
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DISCLOSURE OF AN INSIDE INFORMATION ACC. TO ARTICLE 17 MAR
– Acquisition of the competitor Seracell Pharma AG advances
– Vita 34 plans a capital increase in the amount of about 10 % close to the current market price with a strategic investor to finance the takeover of Seracell Pharma AG
– The Supervisory Board dismisses the chairman of the Management Board, Dr. André Gerth, with immediate effect and appoints the member of the Supervisory Board and lawyer, Alexander Starke, as a interim member of the Management Board
– The Supervisory Board appoints the member of the Management Board, Dr. Wolfgang Knirsch, as the new chairman of the Management Board
– Further capital increase with subscription rights and issue proceeds in the scope of up to EUR 5 million planned
Leipzig, June 12th, 2017 – The Management Board of Vita 34 AG (ISIN: DE000A0BL849; WKN A0BL84) has, subject to an approval of the Supervisory Board of the company, found an agreement with a strategic investor to increase the share capital of the company under partial utilization of the approved capital 2014 in an amount of about 10 percent for cash.
The share capital of the company should be increased from EUR 3.026.500,00 by EUR 302.649,00 to a new amount of EUR 3.329.149,00 by issuing 302.649 new no-par value shares (auf den Namen lautenden nennwertlose Stückaktien) each share representing a proportional amount of EUR 1,00 of the registered share capital (“new shares”). The new shares should be issued at a price, that is not significantly lower than the average share price of the last trading days prior to the capital increase and shall be entitled to profit-sharing from January 1st, 2017. Further details will be published in due time.
The statutory subscription right of the shareholders of Vita 34 AG shall be excluded and only the strategic investor will be admitted to subscription and transfer of the new shares.
The new shares are being released for trading in the regulated market (Prime Standard) of the Frankfurt Stock Exchange without prospectus.
Vita 34 AG plans to use the issue proceeds of this capital increase to finance the takeover of Seracell Pharma AG (Seracell), which the company announced through an disclosure of an inside information dating April 20th, 2017. The due diligence of Seracell has been concluded positively. The Management Board will revise the forecast 2017 for the Vita group in the coming weeks.
Vita 34 AG remains committed to its plans – as disclosed on April 20th, 2017 – to execute another capital increase with subscription rights for the shareholders. The issue proceeds are in the scope of up to EUR 5 million and serve to finance the acquisition of Seracell. Details to this capital increase will be published in due course.
The Supervisory Board has passed a resolution on the dismissal of the chairman of the Management Board, Dr. André Gerth, and the appointment of Dr. Wolfgang Knirsch as his successor. Dr Knirsch is as member of the Management Board and has served as Chief Operations Officer of the Company. To secure the statutory requirements of Vita 34 AG in regard to the legal representation of at least two appointed members of the Management Board, the member of the Supervisory Board and lawyer Alexander Starke was appointed to the Management Board until December 31st, 2017 in accordance with sec. 105 para. 2 German Stock Corporation Act (Aktiengesetz). Ms. Gerrit Witschaß takes over the position as vice-chairman of the Supervisory Board of Mr. Starke.
Informing party: Dr. Wolfgang Knirsch (Chairman of the Management Board)
Vita 34 AG
Information and Explanation of the Issuer to this News:
This publication neither constitutes an offer to sell nor an invitation to submit an offer to purchase or subscribe for securities.
This publication may not be released, published or distributed in the United States of America, Australia, Japan or Canada. This publication neither constitutes an offer to sell nor an invitation to submit an offer to purchase or subscribe for securities (the ‘Shares‘) in Vita 34 AG within the United States of America, Germany or any other state. Shares in Vita 34 AG may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the ‘Securities Act‘). Shares in Vita 34 AG are not and will not be registered in accordance with the provisions of the U.S. Securities Act.
As far as this document contains forward-looking statements these statements do not constitute facts and may be identified by words such as ‘will’, ‘expect’, ‘believe’, ‘estimate’, ‘intend’, ‘aim’, ‘assume’ or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vita 34 AG and persons acting in conjunction with Vita 34 AG. Any forward-looking statements contained in this document are based on current plans, estimates and projections which Vita 34 AG and persons acting in conjunction with Vita 34 AG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vita 34 AG or persons acting in conjunction with Vita 34 AG. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
|Company:||Vita 34 AG|
|Deutscher Platz 5a|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|End of Announcement||DGAP News Service|