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Abacus Medicine sets price range for planned Initial Public Offering between EUR 14.50 to EUR 16.00 per share

- Primary offering of 3,586,207 shares to fund strategic growth initiatives

- Secondary offering by existing shareholders of 1,365,926 shares, including an over-allotment intended to create free float of approximately 45%

- Offer period expected to commence on 23 May 2019 and to end on 29 May 2019

- First day of trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange planned for 31 May 2019
 

Copenhagen/Frankfurt, 22 May 2019 - European pharmaceutical parallel trade company Abacus Medicine A/S ("Abacus Medicine" or the "Company" and together with its fully consolidated subsidiaries, the "Group"), and its majority shareholder, Wagner Family Holding ApS, which is owned and ultimately controlled by Founder and CEO Flemming Wagner and his family, have set the price range in the Company's planned Initial Public Offering (IPO) to EUR 14.50 to EUR 16.00 per share. This would result in an expected total size of the IPO of between approx. EUR 71.8 million to EUR 79.2 million and a post-IPO market capitalisation between approx. EUR 160.0 million to EUR 176.6 million.

The prospectus for the IPO has been approved by the Danish Financial Supervisory Authority (Finanstilsynet) as well as notified to the German Federal Financial Supervisory Authority (BaFin) and is available on the Company website. The final decision on the offer remains subject to capital market conditions. The offer period is expected to commence on Thursday, 23 May 2019 and to end on Wednesday, 29 May 2019. The final offer price will be determined based on a book building process.

"We have received encouraging investor feedback on our plans to float Abacus Medicine, thereby allowing investors to join our growth path. Thanks to our unique product and multi-market strategy supported by strong capabilities in data analytics and sourcing, we have become the fastest growing European parallel trade company in the industry according to our estimates. With additional capital, we will be able to take our business to the next level. We are going to invest in purchasing capacity and new product licences, and we will strengthen our global market presence in the attractive and highly synergistic Aposave business", said Flemming Wagner, Founder and CEO of Abacus Medicine.

The offer, consisting of a public offering in Germany and private placements in other jurisdictions excluding the United States of America, is expected to comprise a total of up to 4,952,133 ordinary shares. These will consist of (i) a primary offering of up to 3,586,207 ordinary shares^[1], and (ii) a secondary offering of up to 719,996 ordinary shares offered mainly by the majority shareholder, as well as a smaller portion by two company related individuals. In addition, up to 645,930 ordinary shares will be made available by the majority shareholder for the purpose of covering over-allotments, which are covered by a customary greenshoe option granted by the majority shareholder ("greenshoe option").

The Company's current majority shareholder Wagner Family Holding ApS currently holds a stake of around 91.6%, and is expected to hold at least 51.0% post IPO, subject to the exercise of the greenshoe option. The remaining current stake of approximately 8.4% shareholding is held by a handful of company related individuals.

Provided that all shares offered in the primary offering will be placed, the targeted primary gross proceeds would be between approx. EUR 52.0 million and EUR 57.4 million. All proceeds from the primary offering will solely accrue to the Company. Assuming placement of all offered shares from existing shareholders as well as full exercise of the greenshoe option, overall gross proceeds for the existing shareholders from the IPO would be between approx. EUR 19.8 million and EUR 21.9 million (thereof approx. EUR 9.4 million to EUR 10.3 million for the greenshoe shares). Accordingly, the free float would amount to approximately 45% of the outstanding share capital following the listing of the newly issued shares.

The proceeds from the primary offering will allow Abacus Medicine to invest in gaining further market share across Europe. The Company intends to do this primarily by expanding its purchasing capacity and further increasing its licence portfolio. Furthermore, the Company will invest in increasing order completion ratios and solvency ratios. A share of the proceeds will be allocated to strengthening its market presence in the attractive and highly synergistic Aposave business of supply of comparator medicine for clinical trials, trade with unlicensed medicines and managed access programs. Abacus Medicine also plans to further develop its manufacturing facilities in Hungary and the Netherlands, invest in growth and operational excellence, and use part of the proceeds for general corporate purposes.

Abacus Medicine intends to apply for admission of its shares to trading on the Regulated Market of the Frankfurt Stock Exchange (ISIN DK0061111739 and trading symbol "ABC") with simultaneous admission to the Prime Standard segment. The first day of trading is expected to be Friday, 31 May 2019. Settlement is expected to occur on the same day.

The lock-up periods in connection with the IPO will be six months for the Company and 180 days for existing shareholders.

Berenberg has been appointed as Sole Global Coordinator and Sole Bookrunner of the offering.

Prospectus

The prospectus (the "Prospectus") has been prepared in English (including an English and German summary). It has been published on the Company website www.abacusmedicine.com and will be made available to eligible investors free of charge at Berenberg's Hamburg office.

^[1] For settlement purposes, shares for the primary offering will initially be provided via shares from the holdings of the Company's majority shareholder based on a share loan, which will be returned by delivery of newly issued shares from a capital increase against cash contribution.
 

Media and Investor Relations Contact
In Denmark: Abacus Medicine Ole Lindhardt Head of Communications M: +45 20 18 39 52 ole.lindhardt@abacusmedicine.com	In the United Kingdom: FTI Consulting Dr. Robert Winder Senior Director T: +44 20 3727 1617 | M: +44 7854 337738 rob.winder@fticonsulting.com
In Germany: FTI Consulting Carolin Amann Managing Director T: +49 69 920 37 132 M: +49 175 299 3048 carolin.amann@fticonsulting.com	FTI Consulting Anja Meusel Director T: +49 69 920 37 120 M: +49 151 628 41 240 anja.meusel@fticonsulting.com

 

DISCLAIMER

This publication does not constitute an offer to sell nor a solicitation of an offer to buy or subscribe for
any securities. No offer of securities of ABACUS MEDICINE A/S is being or will be, made to the public
outside Germany. The public offer in Germany will be made exclusively on the basis of a securities prospectus approved by the Danish Financial Supervisory Authority (Finanstilsynet) and notified to the German Federal Financial Supervisory Authority (BaFin). Any decision to invest in the securities of ABACUS MEDICINE A/S offered should solely be based on the approved and published securities prospectus. Copies of the securities prospectus will be available free of charge at the offices of Joh. Berenberg, Gossler & Co. KG (Neuer Jungfernstieg 20, 20354 Hamburg, Germany) as well as on the website of ABACUS MEDICINE A/S (http://www.abacusmedicine.com).

The material set forth herein is for informational purposes only and does not constitute an offer of
securities for sale or a solicitation of an offer to purchase securities in the United States, Canada,
Australia, Japan or any other jurisdictions in which such offer could be subject to legal restrictions. The securities referred to herein have not been and will not be registered under the United States
Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not be offered or sold within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with any applicable securities laws of any state
or other jurisdiction of the United States. No public offering of securities will be made outside Germany.

In the United Kingdom, this document is only being distributed to and is only directed at persons who
(i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) (the Order) or (ii) are persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all
such persons together being referred to as Relevant Persons). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this document relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.

Statements contained herein may constitute "forward-looking statements." Forward-looking
statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect",
"anticipate", "estimate," "believe", "intend", "project", "goal" or "target" or the negative of these words or
other variations on these words or comparable terminology.

Forward-looking statements are based on current expectations and involve a number of known and
unknown risks, uncertainties and other factors that could cause the Group's or its industry's actual
results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such forward-looking
statements. You should not place undue reliance on forward-looking statements and the Group does
not undertake publicly to update or revise any forward-looking statement that may be made herein,
whether as a result of new information, future events or otherwise.

In connection with the placement of shares in ABACUS MEDICINE A/S, Joh. Berenberg, Gossler & Co. KG will act as the stabilization manager and may, as stabilization manager, make over-allotments and take stabilization measures in accordance with legal requirements (Art. 5(4) and (5) of the Market Abuse Regulation (EU) No. 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052) to support the market price of ABACUS MEDICINE A/S' shares and thereby counteract any selling pressure. The stabilization manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the shares of ABACUS MEDICINE A/S is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than 30 calendar days after this date (the "Stabilization Period"). Stabilization transactions aim at supporting the market price of ABACUS MEDICINE A/S' shares during the Stabilization Period. These measures may result in the market price of ABACUS MEDICINE A/S' shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.