
HMS Networks explores the conditions to carry out a directed share issue of approximately SEK 1,400 million 17 Apr 2024 at 15:31
Regulatory press release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE THE SECURITIES DESCRIBED HEREIN, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
In accordance with previous communication from HMS Networks AB (publ) ( HMS or the Company), the Board of Directors of HMS has mandated Skandinaviska Enskilda Banken AB ( SEB ) to evaluate the conditions for carrying out a directed share issue (the Share Issue ). The Share Issue is expected to amount to approximately SEK 1,400 million and will be directed towards Swedish and international institutional investors by way of a book building procedure. The accelerated book building procedure will be initiated immediately after the publication of this press release. HMS intends to use the proceeds from the Share Issue to repay the bridge loan facility of approximately USD 120 million used as part of the financing of the acquisition of 100 percent of the shares in Red Lion Controls Inc. and Red Lion Europe GmbH as well as certain assets in other jurisdictions ( Red Lion Controls ), and to secure an efficient capital structure. Investment AB Latour has committed to, and AMF Fonder has declared its intention to, invest in the Share Issue up to an amount corresponding to their respective ownership levels. Investment AB Latour and AMF Fonder together represent 33.5 percent of the shares and votes in HMS.
The Board of Directors of HMS intends to resolve on the Share Issue with deviation from the shareholders' preferential rights, based on the authorisation from the extraordinary general meeting held on January 26, 2024. The subscription price and the number of newly issued shares in the Share Issue will be determined through an accelerated book building procedure. The completion of the accelerated book building procedure, pricing and allotment of new shares are expected to take place before the commencement of trading on Nasdaq Stockholm on April 18, 2024. The bookbuilding procedure may, at the discretion of the Company, be shortened or extended and may be cancelled at any time. HMS will communicate the result of the Share Issue in a press release following the completion of the bookbuilding procedure.
As previously communicated, the purpose of the Share Issue is to repay the bridge loan facility of approximately USD 120 million used as part of the financing of the acquisition of Red Lion Controls and to secure an efficient capital structure. The Board of Directors of HMS has carefully considered the option to raise capital through a rights issue and makes the assessment that it is more beneficial for the shareholders to raise capital through a directed issue which enables HMS to execute on its successful acquisition strategy in a timely and cost-effective manner, in combination with limiting market exposure. Considering (i) the Share Issue's close connection with the closing of the Red Lion Controls acquisition, (ii) the limited size of the Share Issue in relation to the market capitalisation of HMS, (iii) the cost savings associated with a prompt repayment of the bridge loan facility, (iv) that a directed share issue can be carried out at a lower cost and with less complexity than a rights issue, and (v) HMS' desire to diversify its shareholder base with institutional investors in order to enhance the liquidity of HMS' share, the Board of Directors of HMS overall assessment is that the reasons for carrying out the Share issue in this manner are in the best interest of the Company and all shareholders, and thereby the most suitable alternative. Since the subscription price in the Share Issue will be determined through a bookbuilding procedure, the Board of Directors assess that the subscription price will reflect current market conditions and demand.
HMS' largest shareholder, Investment AB Latour, has committed to, and the third largest shareholder, AMF Fonder, has declared its intention to invest in the above-mentioned share issue up to an amount corresponding to their respective ownership levels. This support has provided important conditions for enabling a successful completion of the acquisition of Red Lion Controls and the Share Issue.
In connection with the Share Issue, the Company has agreed to a so called lock-up undertaking, subject to customary exceptions and under the condition that the Share Issue is carried out, whereby the Company's Board of Directors may not propose or resolve on any new share issuances for a period of 90 calendar days from the settlement date of the Share Issue. In addition, CEO Staffan Dahlstr m, CFO Joakim Nideborn, and all members of the Board of Directors of HMS1, have undertaken, with certain exceptions and under the condition that the Share Issue is carried out, not to sell or otherwise dispose of their shares in HMS for a period of 90 calendar days after the settlement date of the Share Issue.
Advisors
SEB acts as Sole Global Coordinator and Bookrunner and Mannheimer Swartling Advokatbyr acts as legal counsel to HMS in connection with the Share Issue. Roschier Advokatbyr acts a
Most recent headlines
15/03/2025
Warner Bros. Discovery is reporting that the trailer for The Last of Us season two amassed 158 million global views across platforms in its first three days, ...
15/03/2025
LAS VEGAS & CINCINNATI The Las Vegas Aces and Scripps Sports have signed a multiyear agreement to make Scripps Vegas 34 station the official broadcast home of W...
15/03/2025
CHAMPAIGNE, Ill. Cobalt Digital will feature IPMX-compliant products, including its SAPPHIRE mini converters and PACIFIC encoders enhanced with IPMX support, du...
15/03/2025
SAN JOSE, Calif. TiVo has announced that the latest release of Sharp Smart TVs Powered by TiVo are now available for purchase in the U.S....
15/03/2025
BOSTON Collaborative media workflow solution provider EditShare has announced that it will be showing a wide range of new innovations at the 2025 NAB Show that ...
15/03/2025
SES to introduce a suite of integrated services that enhance Lynk Global's s...
15/03/2025
Editing and Color Grading Promo Codes for Audiio and MotionVFX!
Kasia Jarco March 14, 2025
0 Comments
I wanted to share some promo codes for great too...
15/03/2025
Avid Makes Key Additions to Executive Leadership Team to Meet the Needs of the E...
15/03/2025
NAB 2025: Cobalt Announces Plans to Bring Plug and Play ST 2110 Experience to NA...
15/03/2025
Student Spotlight: Rachel McFarlane The Canadian composer talks about being drawn to the storytelling power of scoring for film and video games, working with ...
14/03/2025
By Lucy Spicer
One of the most exciting things about the Sundance Film Festival...
14/03/2025
Time flies when you're having fun and we can confidently say that Bill Simmons, founder of The Ringer and Spotify's Head of Talk Strategy, is having not...
14/03/2025
The National Film and Video Foundation (NFVF) is pleased to announce that the ca...
14/03/2025
TV Technology: What do you anticipate will be the most significant technology trends at the 2025 NAB Show?...
14/03/2025
The Dalet NAB 2025 showcase will feature its market-leading enterprise News, Media Management and Supply Chain solutions designed for faster deployment and acce...
14/03/2025
IMAX Corporation (NYSE: IMAX) will debut its latest advancements for premium live streaming at NAB 2025 (booth W1401), introducing new AI-driven technologies d...
14/03/2025
TAG Video Systems, the leader in software-based IP media probing, monitoring, visualization, and analytics, and Harmonic (NASDAQ: HLIT), the worldwide leader in...
14/03/2025
Unicanal and Trece TV, two of Paraguay s leading broadcasters, have successfully launched digital TV services in three main cities: Encarnaci n, Ciudad del Este...
14/03/2025
The Alliance for IP Media Solutions (AIMS), Advanced Media Workflow Association (AMWA), and the Video Services Forum (VSF) today announced that the IP Showcase ...
14/03/2025
Digital Alert Systems, the global leader in emergency communications solutions for media providers, today announced that Nebraska Public Media is deploying the ...
14/03/2025
Interra Systems, a leading provider of end-to-end quality assurance solutions for the digital media industry, today announced that Comcast Technology Solutions ...
14/03/2025
At the 2025 National Association of Broadcasters (NAB) Show, Rightsline will showcase innovations designed to make rights and royalties management smarter, fast...
14/03/2025
PK Sound, the robotic line array company, has formally released the Tx Series of intelligent multi-purpose point source modules, beginning with the ultra-versat...
14/03/2025
Avid today announced the expansion of its executive leadership team (ELT) with the appointment of three experienced executives: Tom Sharma as Chief Technology ...
14/03/2025
DigitalGlue, a trusted systems integrator and provider of end-to-end media solutions, is redefining storage workflows with its innovative platform, creative.spa...
14/03/2025
CVP, one of Europe s leading resellers and providers of professional video and broadcast solutions, is partnering with renowned director and cinematographer Joe...
14/03/2025
Cobalt Digital, the leading designer and manufacturer of award-winning signal processing products, and a founding partner in the openGear initiative has announ...
14/03/2025
Keepit, a global provider of a comprehensive cloud backup and recovery platform, announced today its success at the Business Awards UK, 2025 Cybersecurity and R...
14/03/2025
Lightware, an industry-leading manufacturer of signal management solutions, has announced its commitment to fostering strong relationships with top technology c...
14/03/2025
Editing and Color Grading Promo Codes
Kasia Jarco March 14, 2025
0 Comments
I wanted to share some promo codes for great tools for your video editing ...
14/03/2025
Singaporean Singer-Songwriter JJ Lin on Craft, Courage, and Creativity The artist shared candid insights into his musical evolution, personal challenges, and ...
14/03/2025
Three strategic appointments aims to bolster the leadership team at Avid, reinforcing the companys commitment to remain at the forefront of innovation
By Matth...
14/03/2025
Coming at a pivotal time for the sector, the funding underscores Cinesites ambition and confidence in the media and entertainment industry
By Matthew Corrigan ...
14/03/2025
Karen Chupka, executive vice president and managing director, NAB Global Connections and Events, gives TVBEurope the lowdown on what visitors can expect at next...
14/03/2025
BURLINGTON, Mass. Avid has expanded its executive leadership team (ELT) with the appointment of three experienced executives: Tom Sharma as chief technology off...
14/03/2025
CUPERTINO, Calif. TVU Networks, a pioneer in live video production and a leader in cloud-based media solutions, is marking its 20th anniversary at the 2025 NAB ...
14/03/2025
Telos Alliance To Demonstrate New Next Generation Audio Features at 2025 NAB Sh...
14/03/2025
Live From THE PLAYERS: RED Cameras Help Cosm Capture Unique Looks for Cosm Venue...
14/03/2025
NWSL Kickoff 2025: League Operations Team Preps for NEP-Driven Remote Production...
14/03/2025
NWSL Kickoff 2025: Scripps Sports Introduces New On-Air Team for Second Year of ...
14/03/2025
SVG Sit-Down: Marie Margolius on the Thrill of Directing New Prime Video Docuser...
14/03/2025
Live From THE PLAYERS: NBC Sports Tees Up Drone Tracing, Taps Into NEP Compound ...
14/03/2025
Back to All News
Get a Glimpse of the Epic Battles in First Look at Record of ...
14/03/2025
Back to All News
Celebrating the Italian Historical Drama Il Gattopardo' Across the Globe
The series' creative team speaks at the Rome premiere.
Ent...
14/03/2025
Back to All News
The Electric State' Brings Cosmo and The Billbots to Life...
14/03/2025
Facebook
Twitter
LinkedIn
Thales has reached a historic milestone by deliv...
14/03/2025
2FM's fresh weekend lineup goes live this Saturday as a host of new presente...
13/03/2025
(L-R) Stephanie Suganami, Tatanka Means, John Malkovich, Ayo Edebiri, and Juliette Lewis attend the premiere of Opus at Eccles Theatre in Park City. (Photo by...
13/03/2025
Spotify took center stage at the London Book Fair this week, reaffirming our commitment to the audiobook market and showcasing our impact on the publishing indu...
13/03/2025
At Spotify, we work every day to lift up new voices, giving creators the opportunity to live off their art. Through Spotify Audiobooks, our in-house publishing ...