NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
The Offering in brief
- The price in the Offering is
SEK 70 per share, corresponding to a total market value of all issued shares of the Company ofSEK 1,260 million prior to the Offering. -
The Offering comprises of 3,441,600 existing shares in the Company which will be offered by the Selling Shareholders (GLA Invest S A (a company directly controlled by
Pierre Siri ),MCGA AB and h265 AB (companies directly controlled by Maciek Drejak), andPetter Wallin ) and of 1,428,571 newly issued shares, which together corresponds to approximately 25.1 percent of the total number of outstanding shares in the Company following the Offering. - In order to cover any over-allotment in connection with the Offering, the Selling Shareholders have committed to sell up to 730,525 additional existing shares to the Joint Global Coordinators, corresponding to approximately 15 percent of the total number of shares in the Offering (the "Over-Allotment Option").
- If the Over-Allotment Option is exercised in full, the Offering will comprise a total of 5,600,696 shares, corresponding to approximately 28.8 percent of the total number of shares outstanding in the Company following the Offering.
- The Company, the Selling Shareholders, the members of the board of directors and the executive management team have agreed on customary lock-up undertakings for the benefit of the Joint Global Coordinators for a period of (i) 180 days from and including today for the Selling Shareholders and the Company, and (ii) 360 days from and including today for members of the board of directors, CEO and the other members of the executive management team.
-
Trading in the Sleep Cycle share on Nasdaq Stockholm commences today,
8 June 2021 , under the trading symbol "SLEEP". -
Settlement is expected to take place on
10 June 2021 .
Carl Johan Hederoth, CEO of Sleep Cycle, comments:
"Since inception in 2009, Sleep Cycle has continuously worked towards its goal of empowering people to sleep better to improve global health. Today, we are the leading sleep tracking platform, with more than 2.1 million monthly active users in over 150 countries globally. With a proven product and a business model that has enabled high growth and profitability, we are ready to take the next step in scaling up our product offering as well as accelerate our product development. For these reasons, we have applied for a listing on Nasdaq Stockholm. The listing will strengthen our profile and brand as well as provide new shareholders, including our personnel, with the opportunity to take part in our continued growth journey."
"Sleep Cycle has an impressive history of entrepreneurship, creativity and positive financial development. The Company has during the past years made rapid progress and with a leading market position, competent employees and a stable technical platform, Sleep Cycle is well positioned for the future. There are good prospects for future expansion and growth in Sleep Cycle, supported by global trends within eHealth as well as growing global challenges such as stress and sleep disorders."
Stabilization measures
In connection with the Offering, SEB may carry out transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the open market. Such stabilization transactions may be effected on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq Stockholm and ending not later than 30 calendar days thereafter. SEB is, however, not required to undertake any stabilization and there is no assurance that stabilization will be undertaken. Also, if stabilization does commence, it may be suspended at any time without notice. Under no circumstances will transactions be carried out at a price higher than the one set in the Offering. Not later than by the end of the seventh day of trading after stabilization transactions have been carried out, SEB will disclose that the stabilization measures have been carried out in accordance with article 5(4) of the EU Market Abuse Regulation 596/2014. Within one week of the end of the stabilization period, SEB will disclose whether or not stabilization measures were carried out, the date on which stabilization started, the date on which stabilization was last carried out as well as the price range within which stabilization was carried out for each date on which stabilization transactions were carried out.
Advisors
The information was submitted for publication at
Media contact
Carl Johan Hederoth
CEO
cj@sleepcycle.com
Per Andersson
CFO and Head of Investor Relations
per.andersson@sleepcycle.com
+46 70 939 5327
Head of PR
press@sleepcycle.com
+46 73 972 6424
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of
The contents of this announcement have been prepared by and are the sole responsibility of the Company.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
Copies of this announcement are not being made and may not be distributed or sent into
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 Regulation (EU) 2017/1129 of the
In any EEA Member State other than
The securities referred to in this announcement have not been and will not be registered under the
The securities described herein have also not been and will not be registered under the applicable securities laws of
In the
Matters discussed in this announcement 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," "intends," "estimate," "will," "may," "continue", "should" and 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 these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement 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 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.
None of the Joint Global Coordinators, the Company, the Company's shareholders, or any of their respective affiliates, or their or their affiliates' directors, officers, employees, advisors or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, in relation to the truth, fairness, reasonableness, adequacy, accuracy or completeness of the information, statements or opinions, whichever their source, contained in this announcement (or whether any information has been omitted from the announcement) or any oral information provided in connection herewith, or any data it generates and accepts no responsibility, obligation or liability (whether direct or indirect, in contract or otherwise) in relation to any of such information.
In connection with the offer or sale of securities referred to herein, the Joint Global Coordinators and/or their affiliates may over allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the Joint Global Coordinators and/or their affiliates in accordance with all applicable laws and rules.
[1] Sleep Cycle has during 2021 obtained certain market and competitive positioning information from a market report commissioned and paid for by the Company and performed by Strategy& ("Strategy& market report"). Sleep Cycle is pursuant to the Strategy& market report the leading sleep tracking application globally based on Sleep Cycle's estimated net revenue relative to total market size in 2020.
https://news.cision.com/sleep-cycle/r/trading-in-sleep-cycle-ab-s--publ--shares-on-nasdaq-stockholm-commences-today,c3362785
https://mb.cision.com/Main/18579/3362785/1428940.pdf
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