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XVIVO intends to undertake a p...

XVIVO intends to undertake a private placement of shares

June 25, 2014, Göteborg, 5:31 p.m. – Xvivo Perfusion AB (publ) (“Xvivo” or the “Company”) (NASDAQ OMX First North: XVIVO), announces its intention to undertake a private placement of shares.

Xvivo intends to offer shares in a private placement, in order to raise gross proceeds of up to SEK 50 million (the “Private Placement”). The Private Placement is directed to Swedish and international qualified investors. The Company retains the right in its sole discretion to increase the size of the private placement within the current board authorization given by the general meeting held on 29 April 2014 to an aggregate of 1,950,000 shares. In case the right to increase the size of the Private Placement is fully exercised, the gross proceeds will correspond to SEK 70 – 75 million.

The subscription price for the shares in the Private Placement will be determined in a book-building process that will begin no earlier than 17:31 (CET) on June 25, 2014, and end before the commencement of trading on NASDAQ OMX First North on June 26, 2014. The order period for the Private Placement may close earlier at the discretion of the Company.

Payment for the shares shall be made in cash. The reason for deviating from the shareholders’ preferential rights by conducting a directed new share issue is that the board of directors believes that it is beneficial for the Company and its shareholders to seize this opportunity to raise additional capital on attractive terms, thus facilitating a faster built up of the Company’s working capital for the U.S. and European launch of the XPS and STEEN Solution, as well as a higher pace of investment into new indications. 

The Private Placement is subject to the board of directors of Xvivo resolving on the new issue of shares. The Board of Directors can choose to cancel the book-building in its sole discretion for any reasons and can refrain from continuing with the Private Placement.

Pareto Securities AB (”Pareto Securities”) has been appointed as sole bookrunner and lead manager in connection with the Private Placement.

About Xvivo

Xvivo Perfusion is a medical technology company focused on developing optimized solutions for organ, tissue and cell preservation in connection with transplantation. Xvivo's shares are listed on NASDAQ OMX First North. The market cap is approximately SEK 760 million.

IMPORTANT INFORMATION

The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore, Switzerland or South Africa. The distribution of this press release in certain other jurisdictions may be restricted. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to purchase any securities in Xvivo in any jurisdiction. This press release does not constitute, or form part of, an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. Xvivo does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being distributed or sent and may not be distributed or sent to the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore, Switzerland or South Africa.

Xvivo has not resolved to offer to the public shares or rights in any Member State of the European Economic Area and no prospectus or other offer documentation has been prepared or will be prepared in connection with the Private Placement. Within such Member States of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken as of this date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the shares or rights may only be offered in Relevant Member States: (a) to a qualified investor (as defined in the Prospectus Directive or under applicable law. For the purposes hereof, the expression an “offer to the public of shares or rights” in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in a Relevant Member State due to the implementation of the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC including any relevant implementing measure in each Relevant Member State.

Pareto Securities AB is acting for Xvivo and no one else in connection with the Private Placement and will not be responsible to anyone other than Xvivo for providing the protections afforded to its clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this announcement.

Pareto Securities AB accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Pareto Securities AB, or on its behalf, in connection with Xvivo and the New Shares or the Private Placement, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Pareto Securities AB accordingly disclaims to the fullest extent permitted by law all responsibility and liability whether relating to damages, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

Any investors in the Private Placement will further be deemed to acknowledge (i) the information in this press release, (ii) that the investors are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of Xvivo, Pareto Securities or any of their respective affiliates, and (iii) that they have consulted with their own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent they have deemed necessary, and they have made their own investment decisions based upon their own judgment and upon any advice from such advisers as they have deemed necessary. The company has not given, and the investors have not received from the company, any non-public information in connection with the Private Placement.

Forward-looking statements

This press release contains forward-looking statements that reflect management’s current views with respect to future events and potential financial performance. Although Xvivo believes that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results can differ materially from those set out in the forward-looking statements as a result of various factors.

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