UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 16, 2015

 

 

CareDx, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36536   94-3316839

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3260 Bayshore Boulevard

Brisbane, California 94005

(Address of principal executive offices, including zip code)

(415) 287-2300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On December 16, 2015, CareDx, Inc. (“ CareDx ”) entered into Conditional Share Purchase Agreements (the “ Purchase Agreements ”) with each of Midroc Invest AB, FastPartner AB and Xenella Holding AB (collectively, the “ Majority Shareholders ”) to acquire, subject to certain conditions, approximately 78% of the total outstanding shares of Allenex AB, a Swedish company listed on Nasdaq Stockholm (“ Allenex ”). Each of the Majority Shareholders have agreed to sell the shares of Allenex held by them in exchange for the following combination of cash and securities: (a) SEK 1.191 per share, or approximately $0.14, (b) up to SEK 0.540 per share, or approximately $0.06 (the “ Contingent Cash Component ”), and (c) 0.01298 shares of CareDx common stock per Allenex share. Payment of the Contingent Cash Component will be subject to satisfaction by the Allenex business of certain commercial and financial milestones in the fourth quarter of 2015 and over the course of 2016, as described in the Purchase Agreements. CareDx has also granted certain registration rights to the Majority Shareholders as described in the Purchase Agreements. The Majority Shareholders’ obligations under the Purchase Agreements shall terminate automatically and be of no further force or effect if the Company has not declared the Offer unconditional on or before April 8, 2016. The Purchase Agreements executed by each of the Majority Shareholders and CareDx are attached to this report as Exhibit 99.1, 99.2 and 99.3.

Additionally, on December 16, 2015, CareDx issued a press release in the U.S. and in Sweden announcing its intent to combine with Allenex pursuant to a public exchange offer to acquire all outstanding shares of Allenex not held by the Majority Shareholders (the “ Offer ”). In the Offer, CareDx is proposing to Allenex’s shareholders the following two alternatives for the tender of their shares: (i) All Cash Alternative – Allenex shareholders can tender their shares for an all cash consideration of SEK 2.50, or approximately $0.29, per Allenex share or (ii) the Mixed Offer Consideration Alternative – Allenex shareholders can tender their shares for (a) SEK 1.731 per share, or approximately $0.20, and (b) 0.01298 shares of CareDx common stock per Allenex share. The press releases issued by CareDx were furnished on Current Report on Form 8-K on December 16, 2015 and are hereby incorporated by reference. The Company provided supplemental information regarding the Offer in connection with a presentation to analysts and investors in a conference call held on December 16, 2015 at 5 a.m. PST. On December 16, 2015, Allenex also issued a press release announcing the recommendation of its board of directors and other matters relating to the Offer, which is furnished herewith as Exhibit 99.4.

If the Offer is accepted in its entirety, under the mixed consideration alternative an aggregate of 1,560,807 shares of CareDx’s common stock will be issued under the Offer, corresponding to approximately 11.6% of CareDx’s outstanding shares following the completion of the Offer. The total purchase price of Allenex will be approximately $35 million (including the aforementioned milestones), consisting of a combination of cash and stock in CareDx.

The completion of the Offer is conditional upon:

 

  1. CareDx becoming the owner of Allenex shares representing not less than 78% of the outstanding shares in Allenex;

 

  2. no circumstance or circumstances, which CareDx did not have knowledge of at the time of the announcement of the Offer, having occurred which, individually or in the aggregate, would have or could reasonably be expected to have a material adverse effect on the sales, results, liquidity, equity ratio, equity or assets of Allenex and its subsidiaries, taken as a whole;

 

  3. neither the Offer, nor the acquisition of Allenex being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision by court or public authority, or any other similar circumstance which is actual or can reasonably be expected, and which CareDx could not reasonably have foreseen at the date hereof;

 

  4. Allenex not taking any action that is likely to impair the prerequisites for making or completing the Offer; and

 

  5. no information made public by Allenex or disclosed by Allenex to CareDx prior to the time of the announcement of the Offer being materially inaccurate, incomplete or misleading, and Allenex having made public all material information which should have been made public by it (Items 1 through 5 above, the “ Covenants ”).

CareDx reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. With regard to Covenants 2 – 5, however, such withdrawal will only be made if the non-satisfaction is of material importance to CareDx’s acquisition of shares in Allenex.

CareDx reserves the right to waive, in whole or in part, one or more of the conditions above, and with respect to Covenant 1 above, to complete the Offer at a lower level of acceptance.

If CareDx becomes the owner of more than 90% of the outstanding Allenex shares, CareDx intends to initiate a compulsory acquisition procedure with respect to the remaining Allenex shares under the Swedish Companies Act. In connection therewith, CareDx intends to initiate a delisting of Allenex from Nasdaq Stockholm.

Risk Factors

The risks presently considered to be of primary importance to CareDx relating to the offer are described below, without being ranked in order of importance. If any of the follows risks occur, CareDx’s business, financial condition, results of operations and prospects could be materially harmed. In that event, the market price of CareDx’s common stock could decline, and shareholders could lose part or all of their investment. In addition to the risks set forth below, there are risks both to regarding specific circumstances relating to CareDx, the diagnostics industry, and owning CareDx shares that are described in greater detail in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed by CareDx with the SEC on March 31, 2015 is hereby incorporated by reference. You may obtain free copies of CareDx’s Annual Report on Form 10-K and materials, any amendments or supplements thereto and other documents containing important information about CareDx and the transaction, once such documents and materials are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents and materials filed with the SEC by CareDx will also be available free of charge on CareDx’s website at http://www.CareDx.com under the heading “Financials & Filings” in the Investor Relations portion of CareDx’s website.

CareDx’s acquisition of Allenex may not result in material benefits to its business and its development efforts and may dilute the ownership of current shareholders.

Through the acquisition of Allenex, CareDx expects to create an international transplantation diagnostics company with a strong presence and direct distribution in both the US and Europe. Allenex’s products are used to evaluate organ transplant patients prior to their transplant procedure with Human Leukocyte Antigen (“HLA”), matching diagnostic tests to ensure that a donor’s organ is compatible with the transplant recipient’s immune system to prevent rejection.

While Allenex has well-known products in the field of genomic HLA and has historically held a significant market share, Allenex faces market risk in the form of competition from other producers, transition to more automated typing processes as well as new technologies, which may make it difficult for the business to maintain current market share and margins. The markets for clinical diagnostic products contains a number of competitors, which currently compete with Allenex for product sales. Allenex’s competitors or new market entrants may be in a better position than CareDx is to respond quickly to new or emerging technologies, may be able to undertake more extensive marketing campaigns, may adopt more aggressive pricing policies and may be more successful in attracting potential customers, employees and strategic partners. These competitors may also have substantially greater expertise in conducting clinical trials and research and development, greater ability to obtain necessary intellectual property licenses and greater brand recognition than CareDx does, any of which may adversely affect the use of CareDx’s genomic HLA products.

Additionally, the results from the acquisition of Allenex will be dependent on the performance of Allenex’s new product, QTYPE. The development and commercialization of QTYPE may fail for many reasons, including:

 

  •   lack of clinical validation data to support the effectiveness of the test;

 

  •   delays resulting from the failure of third-party suppliers or contractors to meet their obligations in a timely and cost-effective manner;

 

  •   failure to obtain or maintain necessary clearances or approvals to market the test; or

 

  •   lack of commercial acceptance by patients, clinicians, laboratories or third-party payers.

CareDx has limited experience with respect to acquiring other companies and limited experience with respect to the acquisition of strategic assets or the formation of collaborations, strategic alliances and joint ventures. The acquisition of Allenex could result in significant write-offs or the incurrence of debt and contingent liabilities, any of which could harm CareDx’s operating results. CareDx may not identify or complete this transaction in a timely manner, on a cost-effective basis, or at all, and CareDx may not realize the anticipated benefits of this acquisition. The issuance of shares pursuant to the Purchase Agreements and the offer will dilute the interest of existing shareholders. Additionally, CareDx expects to raise additional funds for the acquisition through private financing. Additional funds may not be available on terms that are favorable to CareDx, or at all.

CareDx may not be able to successfully integrate its business with the business of Allenex, and may not be able to achieve the anticipated strategic benefits of the proposed combination.

CareDx may not be able to integrate Allenex successfully into its existing business, and CareDx could assume unknown or contingent liabilities. The integration of acquired businesses, operations, personnel and technology requires significant time and resources, and CareDx may not manage these processes successfully. Integration of an acquired company, product or technology also may require management resources that otherwise would be available for ongoing development of CareDx’s business. Particularly since the operations are based in different countries, CareDx’s management may face integration challenges due to the geographical diversity of the post-acquisition company. CareDx’s ability to successfully integrate complex acquisitions is unproven, particularly with respect to companies that have significant operations. In particular, Allenex’s technology and products are new to CareDx, and accordingly CareDx may need to make substantial investments of resources to support the integration of Allenex, which will result in increased operating expenses and may divert resources and management attention from other areas of CareDx’s business. Additional unanticipated costs may be incurred in the course of integrating the respective businesses. CareDx cannot make any assurances that these investments will be successful. As a result of any of the aforementioned challenges, as well as other challenges and factors that may be unknown to CareDx, CareDx may not be able to fully realize the anticipated strategic benefits of the acquisition, which includes a complementary product portfolio and significant cross-selling opportunities. If CareDx fails to successfully integrate Allenex, CareDx may not realize the benefits expected from the transaction and its business may be harmed.

CareDx expects to expend cash in connection with the Offer, which will partially deplete its cash balance, which could have an adverse effect on CareDx’s financial and operational flexibility.

In connection with the Offer, CareDx anticipates entering into a loan agreement to finance the cash portion of the Offer. It is anticipated that CareDx’s debt obligations will be collateralized by substantially all of the assets of CareDx, and that the loan agreement will contain operating and financial restrictions and covenants, including restrictions on the disposing of assets, undergoing a change in control, merging or consolidating, entering into certain affiliate transactions, making acquisitions, granting liens, incurring debt, paying dividends, repurchasing stock and making investments, in each case subject to certain exceptions. The loan agreement is also expected to contain financial covenants and a restricted cash requirement.

The restrictions and covenants may restrict CareDx’s ability to finance its operations and engage in, expand or otherwise pursue its business activities and strategies. CareDx’s ability to comply with these covenants and restrictions may be affected by events beyond its control, and breaches of these covenants and restrictions could result in a default and an acceleration of CareDx’s obligations under the loan agreement.

Charges to earnings resulting from acquisition and integration costs may materially adversely affect the market value of CareDx shares following the completion of the Offer.

As part of this Offer, CareDx may pay substantial amounts of cash depending on the form of consideration selected by Allenex stockholders, and will incur debt to pay for the Offer, which could adversely affect its liquidity. The incurrence of indebtedness also results in increased fixed obligations, increased interest expense, and may include covenants or other restrictions that could impede CareDx’s ability to manage its operations. As part of this Offer, CareDx will also issue equity securities, which could increase its expenses, adversely affect its financial results, and result in dilution to existing CareDx stockholders.

CareDx may also discover liabilities or deficiencies associated with the acquisition of Allenex that were not identified in advance, which may result in significant unanticipated costs. The effectiveness of CareDx’s due diligence review and its ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements and disclosures made or actions taken by Allenex or its representatives.

Uncertainty regarding the completion of the Offer may have a negative impact on the market price of the CareDx shares and/or Allenex’s shares.

CareDx has established certain conditions for completion of the Offer, although the fulfillment of the conditions is not within CareDx’s control. There are therefore no guarantees that the Offer will be completed, or when it can be completed, if at all. The resulting uncertainty may negatively affect the market price for shares of CareDx.

The market price of CareDx shares may decline due to increased selling pressure as a result of the Offer.

In connection with the Offer, CareDx could issue a maximum of approximately 1,560,807 shares to Allenex Shareholders if all Allenex Shareholders elect to tender their shares under the Mixed Offer Consideration Alternative. The new CareDx shares to be issued as consideration in the Offer will be freely tradable upon consummation of the Offer. Sales of a substantial number of CareDx shares in the public market in connection with this Offer or the perception that these sales could occur, could adversely affect the market price of CareDx common stock.

The uncertainties associated with CareDx’s combination with Allenex may cause key personnel to leave Allenex or CareDx.

CareDx’s employees and the employees of Allenex may perceive uncertainty about their future role with the combined business until strategies with regard to the combined business are announced or executed. Any uncertainty may affect either company’s ability to attract and retain key personnel.

Intangibles acquired under the Offer may subsequently be impaired and, if so, could increase CareDx’s net accumulated deficit.

CareDx is accounting for the combination with Allenex under the acquisition method of accounting in accordance with the U.S. GAAP. The purchase price of Allenex will be allocated to the fair value of the identifiable tangible and intangible assets and liabilities that are acquired from Allenex. The excess of the purchase price over Allenex’s net assets and intangibles will be allocated to goodwill. CareDx is required to perform periodic impairment tests on goodwill and certain intangibles to evaluate whether the intangible assets and goodwill as a result of the Offer continue to have fair values that meet or exceed the amounts recorded on CareDx’s balance sheet. If the fair values of such assets decline below their carrying value on the balance sheet, CareDx may be required to recognize an impairment charge related to such decline. CareDx cannot predict whether or when there will be an impairment charge, or the amount of such charge, if any. However, if the charge is significant, it could cause the market price of CareDx shares to decline.

Full integration of CareDx’s business with Allenex’s business may not be achieved until CareDx acquires the remaining shares of Allenex shareholders under the compulsory acquisition procedures.

It is possible that CareDx will not be able to effect the compulsory acquisition if holders of more than 90% of the outstanding shares in Allenex do not accept the Offer. As a result, CareDx would not be able to effect a compulsory acquisition of the remaining outstanding shares of Allenex, which could prevent or delay CareDx from realizing some or all of the anticipated strategic benefits of its acquisition. Even if CareDx acquires more than 90% of the outstanding shares in Allenex, full integration of CareDx’s business with Allenex’s business may not be achieved until CareDx has compulsorily acquired the remaining shares of Allenex shareholders.

 

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information contained in Item 2.01 is incorporated by reference hereunder. In connection with the Purchase Agreements, the Company has agreed to issue 1,216,325 shares of Common Stock of the Company to the Majority Shareholders in exchange for 78% of the shares of Allenex. The shares of CareDx common stock being issued to the Majority Shareholders pursuant to the Purchase Agreements will be exempt from registration under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided by Rule 802 thereunder for exchange offers for a class of securities of a foreign private issuer where U.S. holders of foreign subject company hold no more than 10% of the securities that are the subject of the exchange offer.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

99.1    Conditional Share Purchase Agreement between the Company and Midroc Invest AB, dated as of December 16, 2015.
99.2    Conditional Share Purchase Agreement between the Company and FastPartner AB, dated as of December 16, 2015.
99.3    Conditional Share Purchase Agreement between the Company and Xenella Holding AB, ,dated as of December 16, 2015.
99.4    Press Release of Allenex, dated December 16, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CareDx, Inc.
By:  

/s/ Ken Ludlum

 

Ken Ludlum

Chief Financial Officer

Date: December 22, 2015

EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Conditional Share Purchase Agreement between the Company and Midroc Invest AB, dated as of December 16, 2015.
99.2    Conditional Share Purchase Agreement between the Company and FastPartner AB, dated as of December 16, 2015.
99.3    Conditional Share Purchase Agreement between the Company and Xenella Holding AB, dated as of December 16, 2015.
99.4    Press Release of Allenex, dated December 16, 2015.

Exhibit 99.1

CONDITIONAL SHARE PURCHASE AGREEMENT

This Conditional Share Purchase Agreement (this “ Agreement ”) has, on the date hereof, been entered into by and between CareDx, Inc. (the “ Purchaser ”) and Midroc Invest AB (the “ Seller ”).

WHEREAS the Purchaser is considering making a public offer in accordance with the takeover rules applicable to companies listed on NASDAQ Stockholm to acquire all outstanding shares in Allenex AB (the “ Company ”) for a consideration consisting of a mixture of securities and cash (an “ Offer ”);

WHEREAS the Shareholder is the owner of 43,678,850 shares in the Company (the “ Shares ”), representing 36.3118 percent of the issued and outstanding shares in the Company, and

WHEREAS in order to encourage the Purchaser to make an offer for the Company, the Shareholder is willing to agree to sell the Shares to the Purchaser, provided that an Offer is made on or before 16 December 2015.

The Parties have agreed as follows:

 

1. PURCHASE AND SALE

 

1.1 Purchase and Sale; Purchase Price

Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below), free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “ Purchase Price ”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and SEK 52,011,983 for all Shares purchased pursuant to this Agreement (the “ Initial Cash Component ”), (ii) up to SEK 0.540 per Company share and SEK 23,596,107 for all Shares purchased pursuant to this Agreement, subject to and conditional upon the contingencies identified in Appendix 1 (the “ Contingent Cash Component ”) and (iii) 0.01298 shares of common stock of the Purchaser per Company share and 566,756 shares of such common stock for all Shares purchased pursuant to this Agreement (the “ Common Stock Component ”, and such shares the “ Consideration Shares ”).

 

1.2 Conditions to the Purchaser’s obligations

The Purchaser’s obligation to purchase the Shares is subject to the following conditions, each of which shall be objectively verifiable and which the Purchaser reserves the right to waive, in whole or in part:

 

  (a) the Offer being accepted to such an extent that the Purchaser becomes the owner of Allenex shares representing not less than 78% of the shares in the Company;

 

Conditional Purchase Agreement

Midroc Invest AB

     

  (b) no circumstance or circumstances, which the Purchaser did not have knowledge of at the date hereof, having occurred which, individually or in the aggregate, would have or could reasonably be expected to have a material adverse effect on the sales, results, liquidity, equity ratio, equity or assets of the Company and its subsidiaries, taken as a whole;

 

  (c) neither the purchase of the Shares, nor the Offer or the acquisition of the Company, being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision by court or public authority, or any other similar circumstance which is actual or can reasonably be expected, and which the Purchaser could not reasonably have foreseen at the date hereof;

 

  (d) the Company not taking any action that is likely to impair the prerequisites for making or completing the purchase of the Shares or the Offer; and

 

  (e) no information made public by the Company or disclosed by the Company to the Purchaser prior to the date hereof being materially inaccurate, incomplete or misleading, and the Company having made public all material information which should have been made public by it,

provided, however, that the aforementioned conditions (b) – (e) shall only be available to the Purchaser if any one or more of such conditions, individually or collectively, is or are of material importance to the Purchaser’s purchase of the Shares, the Offer or the acquisition of the Company.

 

1.3 Conditions to the Seller’s obligations

Unless waived in whole or in part, the Seller’s obligation to sell the Shares is subject to the Purchaser announcing an Offer on or before 16 December 2015 (the actual date of such announcement, the “ Offer Announcement Date ”), which Offer shall include an all cash alternative (which alternative shall not be available to the Seller) and an initial acceptance period of three (3) weeks, which period the Purchaser may extend, provided that, if all conditions for the Offer are fulfilled by the expiry of the initial acceptance period, the Offer shall be declared unconditional and settlement shall take place as soon as possible. A copy of the Offer Announcement is attached hereto, Appendix 2.

 

2 CLOSING

 

2.1 Delivery of Shares

The Seller shall tender the Shares into the Offer for the Purchase Price and the form and mix of consideration set forth in Section 1.1 (and not the all cash alternative), or otherwise in such manner as agreed by the parties.

 

2.2 Payment of the Initial Cash Component and the Common Stock Component

The Purchaser shall, subject to satisfaction of the conditions set forth in Section 1.2, accept the tendered Shares and pay the Initial Cash Component and deliver the Consideration Shares

 

Conditional Purchase Agreement

Midroc Invest AB

   2   

through the Offer settlement procedure, or otherwise in such manner as agreed by the parties. Pursuant to the Offer settlement procedure, fractions of Consideration Shares will be combined and sold on the NASDAQ Global Select Market on behalf of all Company shareholders concerned, and the average net proceeds will thereafter be distributed among such shareholders in relation to the size of each shareholder’s fraction of a Consideration Share.

The Purchaser agrees that it will, at its own cost and expense, execute, deliver and do (or so procure) all documents, acts and things as the Seller may from time to time reasonably require in order to vest in the Seller, when delivered, valid, legal title to the Common Stock Consideration, free of all liens, charges and other encumbrances and third party rights or as otherwise may be necessary to give full effect to this Agreement.

 

2.3 Payment of the Contingent Cash Component

Subject to and conditional upon the Purchaser having accepted the tendered Shares and the contingencies identified in Appendix 1, the Contingent Cash Component shall become payable in the proportions and at such times and in such manner as set forth in Appendix 1.

 

3. COVENANTS

 

3.1 Covenants of the Seller

The Seller covenants with the Purchaser that it:

 

  (a) shall have and continue to have the right to transfer the full legal title and beneficial interest in the Shares free from any and all liens, charges and other encumbrances and third party rights;

 

  (b) shall not sell, transfer, mortgage, charge or otherwise encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Shares, or any interest in any or all of the Shares other than pursuant hereto;

 

  (c) shall not propose or initiate any recapitalisation, merger or other business combination or acquisition of all or a material portion of the assets of the Company or other similar transaction involving the Company or participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise co-operate in any way with or facilitate or encourage, any effort or attempt by any other person to do or seek to do any of the foregoing;

 

  (d) shall exercise and procure the exercise of all voting rights attaching to the Shares in such manner as to enable an Offer to be made and to become capable of being declared unconditional in all respects; and

 

  (e) shall not requisition or convene any meeting of the shareholders of the Company or to circulate any documents to such members without the prior written consent of the Purchaser.

 

Conditional Purchase Agreement

Midroc Invest AB

   3   

3.2 Covenants of the Purchaser

The Purchaser covenants with the Seller that it shall not make an Offer that includes a minimum acceptance condition exceeding 78% of the shares in the Company. The issuance of the Consideration Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), or the securities laws of any state of the United States, and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder. The Seller shall have the right to (i) have the Consideration Shares registered together with any future new issue of shares registered under the Securities Act by the Purchaser (piggy back) and (ii) the Purchaser will use commercially reasonable efforts (taking into account, among other things, accounting and regulatory considerations) to file and cause the appropriate registration statement under the Securities Act to become effective if required for the Consideration Shares to be immediately freely tradeable. The Purchaser shall only be required to undertake such registration upon written request by the Seller.

 

4. REPRESENTATIONS & WARRANTIES

 

4.1 Representations & Warranties of the Seller

The Seller represents and warrants to the Purchaser that:

 

  (a) the Seller has valid title to and is the holder and sole legal owner of the Shares free from all liens, charges and other encumbrances and third party rights;

 

  (b) the execution, delivery and performance of this Agreement has been duly authorised by the Seller and constitutes a legal, valid, binding and enforceable obligation of the Seller;

 

  (c) the execution, delivery and performance of this Agreement by the Seller is not contrary to the provisions of the articles of association and/or other constitutional documents of the Seller and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Seller or any of its affiliates is a party or by which it or any of its affiliates is bound;

 

  (d) neither the Seller nor any of its affiliates, nor any person acting on behalf of any of them, has, directly or indirectly, done any act or engaged in any course of conduct or will do directly or indirectly any act or engage in any course of willful conduct which creates a false or misleading impression as to the market in, or the value of, the Company’s shares.

 

4.2 Representations & Warranties of the Purchaser

The Purchaser represents and warrants to Seller that:

 

  (a) the execution, delivery and performance of this Agreement has been, and the Offer will be, duly authorised by the Purchaser and with respect to the Agreement, constitutes a legal, valid, binding and enforceable obligation of the Purchaser and, with respect to the Offer, will constitute a legal valid and binding and enforceable obligation of the Purchaser;

 

Conditional Purchase Agreement

Midroc Invest AB

   4   

  (b) the execution, delivery and performance of this Agreement by the Purchaser is not, and the Offer will not be, contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound; and

 

  (e) neither the Purchaser nor any of its affiliates, nor any person acting on behalf of any of them, has, directly or indirectly, done any act or engaged in any course of conduct or will do directly or indirectly any act or engage in any course of willful conduct which creates a false or misleading impression as to the market in, or the value of, the shares of the Company or the shares of the Purchaser.

 

5. PUBLIC ANNOUNCEMENTS

The Parties agree to announce the sale and purchase of the Shares pursuant to this Agreement by making the public announcement(s) attached hereto, Appendix 3, in connection with the Purchaser’s announcement of the Offer, Appendix 2. Such announcements will be made by the opening of trading on NASDAQ Stockholm on the first day after the date hereof.

Save for the foregoing announcement, the Seller agrees to keep this Agreement, including the terms and conditions hereof and matters dealt with herein, in strict confidence and agrees not to make or issue any statement or commentary in respect of any matter dealt with herein or related hereto. Notwithstanding the foregoing, if the Seller is required, as advised by legal counsel, to disclose this Agreement, or any terms and conditions hereof, or make any statement or commentary on any matter dealt with herein or related hereto, in response to a court order or subpoena or pursuant to applicable laws, rules and regulations (including stock exchange rules in Sweden and the United States), it shall, to the extent permitted by such requirement, advise the Purchaser in writing of such requirement as soon as practicable after it is informed of it, and, if possible, before any third party or public disclosure, statement or commentary, and shall consult with the Purchaser as to the content and timing of any such disclosure, statement or commentary and shall take into account any reasonable requests of the Purchaser regarding the content and/or timing of such disclosure, statement or commentary. If the Seller is required, as advised by legal counsel, to make the disclosure, statement or commentary, it shall only make the disclosure, statement or commentary to the extent to which it is so required, but shall not disclose any other term or condition hereof or make or issue any statement or commentary in respect of any other matter dealt with herein or related hereto.

 

Conditional Purchase Agreement

Midroc Invest AB

   5   

6. TERMINATION

This Agreement may be terminated:

 

  (a) by the Seller, if the Purchaser shall not have announced an Offer on or before 16 December 2015;

 

  (b) by the Purchaser, if the Purchaser has withdrawn an Offer with reference to one or more of the conditions set forth in Section 1.2 not being satisfied on or before 8 April 2016; and

 

  (c) by the Seller, if the Purchaser shall not have declared an Offer unconditional on or before 8 April 2016 .

 

7. ENTIRE AGREEMENT

This Agreement together with the terms and conditions of the Offer sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior preconditions, agreements and arrangements and understandings on the subject matter hereof made between the Parties. Both Parties confirm that there are no such prior preconditions, agreements, arrangements or understandings affecting this Agreement. The Agreement may only be altered or amended in writing jointly by the Parties.

 

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement, including the arbitration clause, shall be governed by and construed in accordance with Swedish substantive law.

Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed other than if and to the extent permitted by Section 4 hereof.

 

 

[Signature page to follow]

 

Conditional Purchase Agreement

Midroc Invest AB

   6   

This Agreement has been executed in two (2) original counterparts of which the Parties have taken one each.

 

  MIDROC INVEST AB       CAREDX, INC.
 

  /s/ Oscar Ahlgren

     

  /s/ Peter Maag

  By:     Oscar Ahlgren       By:     Peter Maag
  Date:  12/16/2015       Date:  12/16/2015
  Place: Malinõ       Place: Brisbane, California, USA

 

Conditional Purchase Agreement

Midroc Invest AB

   7   

Appendix 1

CONTINGENT CASH COMPONENT

 

Contingency

   Contingent Cash Component

1.       QTYPE CE-Marking

  

Achievement of CE-marking (including receipt of EC-certificate from a Notified Body) of a Q-TYPE 11 reagent test and, as a separate and not necessarily as a bundled product, associated software as performed on a PCR instrument on or before December 31, 2016. Contingent Cash Component will be paid in full within 30 days of achievement of the contingency.

   SEK 0.27 per Company share
and SEK 11,798,054 for all
Shares purchased

 

2.        Compliance with Financial Covenants

  

 

Compliance, in each of the reference periods Q4 2015 and Q1 2016, with the financial covenants (as per existing ratios) in the Danske Bank MSEK 71 Term Facility (the “ Compliance Contingency ”). The Contingent Cash Component will be paid in full within 30 days of achievement of the contingency. Alternatively, if the contingency is not achieved, but Danske Bank or any other bank of equal standing (the “ Bank ”) makes an offer on or before June 30, 2016 to amend or refinance the facility with realistically achievable financial covenants based on performance of the Company’s business through Q1 2016 and with a duration and amortization schedule not materially deviating negatively from the existing facility’s duration and amortization schedule (the “ Alternative Compliance Contingency ”), then the Contingent Cash Component, less the sum of the net present value of any increased interest margins and 50% of any waiver or refinancing fees and cost reimbursements charged by the Bank multiplied by 0,415 (the sum of such deductions, the “ Alternative Compliance Contingency Deduction ”), will be paid in full within 30 days of such offer. A representative of the Seller shall be entitled to participate in negotiations with Danske Bank and, if the Purchaser elects not to, to conduct such negotiations.

  

 

SEK 0.27 per Company share
and SEK 11,798,053 for all
Shares purchased

Escrow of Contingent Cash Component

 

1.1 In connection with the settlement of the Offer, the Purchaser shall deposit an amount equal to the Contingent Cash Component, i.e., SEK 23,596,107, in an account opened and held by the Purchaser with a mutually acceptable Swedish bank; branch office located in Stockholm (such account, the “ Escrow Account ”). The so deposited funds shall be held by such bank in escrow pursuant to the provisions set forth below and the terms and conditions of a mutually acceptable escrow agreement as security for the Purchaser’s obligations to pay the Contingent Cash Components upon satisfaction of the contingencies set forth above.

 

Conditional Purchase Agreement

Midroc Invest AB

   8   

1.2 Withdrawals from the Escrow Account shall only be made (i) after delivery to the escrow bank of a joint written instruction signed by the Purchaser and the Seller pursuant to the provisions set forth below, or (ii) after delivery to the escrow bank of a written instruction signed by the Purchaser or the Seller to which instruction is enclosed a final arbitration award, or final judgment of a court or tribunal, regarding the payment from or release out of the Escrow Account, as set out in such arbitration award or judgment.

 

1.3 If the QTYPE 11 CE-marking contingency is met on or before December 31, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Seller within 30 days of achievement of the contingency an amount of the escrowed funds equal to the related Contingent Cash Component. Such payment and release shall constitute a payment to the Seller of the related Contingent Cash Component.

 

1.4 If the QTYPE 11 CE-marking contingency has not been met by December 31, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Purchaser an amount of the escrowed funds equal to the related Contingent Cash Component.

 

1.5 If the Compliance Contingency is met, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Seller within 30 days of evidence of compliance in the Q1 2016 reference period an amount of the escrowed funds equal to the related Contingent Cash Component. Alternatively, if the Compliance Contingency is not met, but the Alternative Compliance Contingency is met on or before June 30, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and (i) pay to the Seller within 30 days of the Bank’s offer having been made an amount of the escrowed funds equal to the related Contingent Cash Component less the Alternative Compliance Contingency Deduction, if any, and (ii) pay to the Purchaser within 30 days of the Bank’s offer having been made an amount of the escrowed funds equal to the Alternative Compliance Contingency Deduction, if any. Any such payment and release to the Seller shall constitute a payment to the Seller of the related Contingent Cash Component.

 

1.6 If neither the Compliance Contingency nor the Alternative Compliance Contingency is met by June 30, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Purchaser an amount of the escrowed funds equal to the related Contingent Cash Component.

 

1.7 The costs, fees and expenses of the escrow agent shall be shared and paid 50/50 between the Seller and the Purchaser.

 

Conditional Purchase Agreement

Midroc Invest AB

   9   

Exhibit 99.2

CONDITIONAL SHARE PURCHASE AGREEMENT

This Conditional Share Purchase Agreement (this “ Agreement ”) has, on the date hereof, been entered into by and between CareDx, Inc. (the “ Purchaser ”) and FastPartner AB (the “ Seller ”).

WHEREAS the Purchaser is considering making a public offer in accordance with the takeover rules applicable to companies listed on NASDAQ Stockholm to acquire all outstanding shares in Allenex AB (the “ Company ”) for a consideration consisting of a mixture of securities and cash (an “ Offer ”);

WHEREAS the Shareholder is the owner of 38,886,307 shares in the Company (the “ Shares ”), representing 32.3275 percent of the issued and outstanding shares in the Company, and the holder of a subordinated loan payable by the Company in a principal amount of SEK 9,400,000 and with approximately SEK 1,880,000 in accrued interest as per 30 September 2015 (such principal and interest, the “ Shareholder Loan ”); and

WHEREAS in order to encourage the Purchaser to make an offer for the Company, the Shareholder is willing to agree to sell the Shares to the Purchaser and to extend the maturity of the Shareholder Loan until 31 December 2016 (the “ Extended Maturity Date ”), provided that an Offer is made on or before 16 December 2015.

The Parties have agreed as follows:

 

1. PURCHASE AND SALE

 

1.1 Purchase and Sale; Purchase Price

Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below), free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “ Purchase Price ”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and SEK 46,305,109 for all Shares purchased pursuant to this Agreement (the “ Initial Cash Component ”), (ii) up to SEK 0.540 per Company share and SEK 21,007,088 for all Shares purchased pursuant to this Agreement, subject to and conditional upon the contingencies identified in Appendix 1 (the “ Contingent Cash Component ”) and (iii) 0.01298 shares of common stock of the Purchaser per Company share and 504,571 shares of such common stock for all Shares purchased pursuant to this Agreement (the “ Common Stock Component ”, and such shares the “ Consideration Shares ”).

 

1.2 Conditions to the Purchaser’s obligations

The Purchaser’s obligation to purchase the Shares is subject to the following conditions, each of which shall be objectively verifiable and which the Purchaser reserves the right to waive, in whole or in part:

 

Conditional Purchase Agreement

FastPartner AB

     

  (a) the Offer being accepted to such an extent that the Purchaser becomes the owner of Allenex shares representing not less than 78% of the shares in the Company;

 

  (b) no circumstance or circumstances, which the Purchaser did not have knowledge of at the date hereof, having occurred which, individually or in the aggregate, would have or could reasonably be expected to have a material adverse effect on the sales, results, liquidity, equity ratio, equity or assets of the Company and its subsidiaries, taken as a whole;

 

  (c) neither the purchase of the Shares, nor the Offer or the acquisition of the Company, being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision by court or public authority, or any other similar circumstance which is actual or can reasonably be expected, and which the Purchaser could not reasonably have foreseen at the date hereof;

 

  (d) the Company not taking any action that is likely to impair the prerequisites for making or completing the purchase of the Shares or the Offer; and

 

  (e) no information made public by the Company or disclosed by the Company to the Purchaser prior to the date hereof being materially inaccurate, incomplete or misleading, and the Company having made public all material information which should have been made public by it,

provided, however, that the aforementioned conditions (b) – (e) shall only be available to the Purchaser if any one or more of such conditions, individually or collectively, is or are of material importance to the Purchaser’s purchase of the Shares, the Offer or the acquisition of the Company.

 

1.3 Conditions to the Seller’s obligations

Unless waived in whole or in part, the Seller’s obligation to sell the Shares is subject to the Purchaser announcing an Offer on or before 16 December 2015 (the actual date of such announcement, the “ Offer Announcement Date ”), which Offer shall include an all cash alternative (which alternative shall not be available to the Seller) and an initial acceptance period of three (3) weeks, which period the Purchaser may extend, provided that, if all conditions for the Offer are fulfilled by the expiry of the initial acceptance period, the Offer shall be declared unconditional and settlement shall take place as soon as possible. A copy of the Offer Announcement is attached hereto, Appendix 2.

 

2 CLOSING

 

2.1 Delivery of Shares

The Seller shall tender the Shares into the Offer for the Purchase Price and the form and mix of consideration set forth in Section 1.1 (and not the all cash alternative), or otherwise in such manner as agreed by the parties.

 

Conditional Purchase Agreement

FastPartner AB

   2   

2.2 Payment of the Initial Cash Component and the Common Stock Component

The Purchaser shall, subject to satisfaction of the conditions set forth in Section 1.2, accept the tendered Shares and pay the Initial Cash Component and deliver the Consideration Shares through the Offer settlement procedure, or otherwise in such manner as agreed by the parties. Pursuant to the Offer settlement procedure, fractions of Consideration Shares will be combined and sold on the NASDAQ Global Select Market on behalf of all Company shareholders concerned, and the average net proceeds will thereafter be distributed among such shareholders in relation to the size of each shareholder’s fraction of a Consideration Share.

The Purchaser agrees that it will, at its own cost and expense, execute, deliver and do (or so procure) all documents, acts and things as the Seller may from time to time reasonably require in order to vest in the Seller, when delivered, valid, legal title to the Common Stock Consideration, free of all liens, charges and other encumbrances and third party rights or as otherwise may be necessary to give full effect to this Agreement.

 

2.3 Payment of the Contingent Cash Component

Subject to and conditional upon the Purchaser having accepted the tendered Shares and the contingencies identified in Appendix 1, the Contingent Cash Component shall become payable in the proportions and at such times and in such manner as set forth in Appendix 1.

 

3. COVENANTS

 

3.1 Covenants of the Seller

The Seller covenants with the Purchaser that it:

 

  (a) shall have and continue to have the right to transfer the full legal title and beneficial interest in the Shares and the Shareholder Loan free from any and all liens, charges and other encumbrances and third party rights;

 

  (b) shall not sell, transfer, mortgage, charge or otherwise encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Shares, or any interest in any or all of the Shares or the Shareholder Loan other than pursuant hereto;

 

  (c) shall not propose or initiate any recapitalisation, merger or other business combination or acquisition of all or a material portion of the assets of the Company or other similar transaction involving the Company or participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise co-operate in any way with or facilitate or encourage, any effort or attempt by any other person to do or seek to do any of the foregoing;

 

  (d) shall exercise and procure the exercise of all voting rights attaching to the Shares in such manner as to enable an Offer to be made and to become capable of being declared unconditional in all respects;

 

Conditional Purchase Agreement

FastPartner AB

   3   

  (e) shall not requisition or convene any meeting of the shareholders of the Company or to circulate any documents to such members without the prior written consent of the Purchaser; and

 

  (f) shall not, prior to the Extended Maturity Date, demand or receive repayment of the Shareholder Loan or any interest accrued thereon, or amend, vary or modify any of the terms and conditions, including the subordination terms, of the Shareholder Loan, and shall execute and deliver such amendment to the Shareholder Loan as the Purchaser and the Company may reasonably request to defer the maturity of the Shareholder Loan until the Extended Maturity Date.

 

3.2 Covenants of the Purchaser

The Purchaser covenants with the Seller that it shall not make an Offer that includes a minimum acceptance condition exceeding 78% of the shares in the Company. Furthermore, subject to the Purchaser declaring an Offer unconditional, the Purchaser covenants to the Seller that the Shareholder Loan will be repaid no later than at the Extended Maturity Date. The issuance of the Consideration Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), or the securities laws of any state of the United States, and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder. The Seller shall have the right to (i) have the Consideration Shares registered together with any future new issue of shares registered under the Securities Act by the Purchaser (piggy back) and (ii) the Purchaser will use commercially reasonable efforts (taking into account, among other things, accounting and regulatory considerations) to file and cause the appropriate registration statement under the Securities Act to become effective if required for the Consideration Shares to be immediately freely tradeable. The Purchaser shall only be required to undertake such registration upon written request by the Seller.

 

4. REPRESENTATIONS & WARRANTIES

 

4.1 Representations & Warranties of the Seller

The Seller represents and warrants to the Purchaser that:

 

  (a) the Seller has valid title to and is the holder and sole legal owner of the Shares and the Shareholder Loan free from all liens, charges and other encumbrances and third party rights;

 

  (b) the execution, delivery and performance of this Agreement has been duly authorised by the Seller and constitutes a legal, valid, binding and enforceable obligation of the Seller;

 

  (c) the execution, delivery and performance of this Agreement by the Seller is not contrary to the provisions of the articles of association and/or other constitutional documents of the Seller and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Seller or any of its affiliates is a party or by which it or any of its affiliates is bound;

 

  (d) neither the Seller nor any of its affiliates, nor any person acting on behalf of any of them, has, directly or indirectly, done any act or engaged in any course of conduct or will do directly or indirectly any act or engage in any course of willful conduct which creates a false or misleading impression as to the market in, or the value of, the Company’s shares.

 

Conditional Purchase Agreement

FastPartner AB

   4   

4.2 Representations & Warranties of the Purchaser

The Purchaser represents and warrants to Seller that:

 

  (a) the execution, delivery and performance of this Agreement has been, and the Offer will be, duly authorised by the Purchaser and with respect to the Agreement, constitutes a legal, valid, binding and enforceable obligation of the Purchaser and, with respect to the Offer, will constitute a legal valid and binding and enforceable obligation of the Purchaser;

 

  (b) the execution, delivery and performance of this Agreement by the Purchaser is not, and the Offer will not be, contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound; and

 

  (e) neither the Purchaser nor any of its affiliates, nor any person acting on behalf of any of them, has, directly or indirectly, done any act or engaged in any course of conduct or will do directly or indirectly any act or engage in any course of willful conduct which creates a false or misleading impression as to the market in, or the value of, the shares of the Company or the shares of the Purchaser.

 

5. PUBLIC ANNOUNCEMENTS

The Parties agree to announce the sale and purchase of the Shares pursuant to this Agreement by making the public announcement(s) attached hereto, Appendix 3, in connection with the Purchaser’s announcement of the Offer, Appendix 2. Such announcements will be made by the opening of trading on NASDAQ Stockholm on the first day after the date hereof.

Save for the foregoing announcement, the Seller agrees to keep this Agreement, including the terms and conditions hereof and matters dealt with herein, in strict confidence and agrees not to make or issue any statement or commentary in respect of any matter dealt with herein or related hereto. Notwithstanding the foregoing, if the Seller is required, as advised by legal counsel, to disclose this Agreement, or any terms and conditions hereof, or make any statement or commentary on any matter dealt with herein or related hereto, in response to a court order or subpoena or pursuant to applicable laws, rules and regulations (including stock exchange rules in Sweden and the United States), it shall, to the extent permitted by such requirement, advise the Purchaser in writing of such requirement as soon as practicable after it is informed of it, and, if possible, before any third party or public disclosure, statement or commentary, and shall consult with the Purchaser as to the content and timing of any such disclosure, statement or commentary and shall take into account any reasonable requests of the Purchaser regarding the

 

Conditional Purchase Agreement

FastPartner AB

   5   

content and/or timing of such disclosure, statement or commentary. If the Seller is required, as advised by legal counsel, to make the disclosure, statement or commentary, it shall only make the disclosure, statement or commentary to the extent to which it is so required, but shall not disclose any other term or condition hereof or make or issue any statement or commentary in respect of any other matter dealt with herein or related hereto.

 

6. TERMINATION

This Agreement may be terminated:

 

  (a) by the Seller, if the Purchaser shall not have announced an Offer on or before 16 December 2015;

 

  (b) by the Purchaser, if the Purchaser has withdrawn an Offer with reference to one or more of the conditions set forth in Section 1.2 not being satisfied on or before 8 April 2016; and

 

  (c) by the Seller, if the Purchaser shall not have declared an Offer unconditional on or before 8 April 2016 .

 

7. ENTIRE AGREEMENT

This Agreement together with the terms and conditions of the Offer sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior preconditions, agreements and arrangements and understandings on the subject matter hereof made between the Parties. Both Parties confirm that there are no such prior preconditions, agreements, arrangements or understandings affecting this Agreement. The Agreement may only be altered or amended in writing jointly by the Parties.

 

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement, including the arbitration clause, shall be governed by and construed in accordance with Swedish substantive law.

Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed other than if and to the extent permitted by Section 4 hereof.

 

 

[Signature page to follow]

 

Conditional Purchase Agreement

FastPartner AB

   6   

This Agreement has been executed in two (2) original counterparts of which the Parties have taken one each.

 

  FASTPARTNER AB       CAREDX, INC.
 

  /s/ Sven-Olof Johansson

     

  /s/ Peter Maag

  By:     Sven-Olof Johansson       By:     Peter Maag
  Date:  12/16/2015       Date:  12/16/2015
  Place: Stockholm, Sweden       Place: Brisbane, California, USA

 

Conditional Purchase Agreement

FastPartner AB

   7   

Appendix 1

CONTINGENT CASH COMPONENT

 

Contingency

   Contingent Cash Component

1.       QTYPE CE-Marking

  

 

Achievement of CE-marking (including receipt of EC-certificate from a Notified Body) of a Q-TYPE 11 reagent test and, as a separate and not necessarily as a bundled product, associated software as performed on a PCR instrument on or before December 31, 2016. Contingent Cash Component will be paid in full within 30 days of achievement of the contingency.

  

 

SEK 0.27 per Company share
and SEK 10,503,544 for all
Shares purchased

 

2.      Compliance with Financial Covenants

  

 

Compliance, in each of the reference periods Q4 2015 and Q1 2016, with the financial covenants (as per existing ratios) in the Danske Bank MSEK 71 Term Facility (the “ Compliance Contingency ”). The Contingent Cash Component will be paid in full within 30 days of achievement of the contingency. Alternatively, if the contingency is not achieved, but Danske Bank or any other bank of equal standing (the “ Bank ”) makes an offer on or before June 30, 2016 to amend or refinance the facility with realistically achievable financial covenants based on performance of the Company’s business through Q1 2016 and with a duration and amortization schedule not materially deviating negatively from the existing facility’s duration and amortization schedule (the “ Alternative Compliance Contingency ”), then the Contingent Cash Component, less the sum of the net present value of any increased interest margins and 50% of any waiver or refinancing fees and cost reimbursements charged by the Bank multiplied by 0,466 (the sum of such deductions, the “ Alternative Compliance Contingency Deduction ”), will be paid in full within 30 days of such offer. A representative of the Seller shall be entitled to participate in negotiations with Danske Bank and, if the Purchaser elects not to, to conduct such negotiations.

  

 

SEK 0.27 per Company share
and SEK 10,503,544 for all
Shares purchased

Escrow of Contingent Cash Component

 

1.1 In connection with the settlement of the Offer, the Purchaser shall deposit an amount equal to the Contingent Cash Component, i.e., SEK 21,007,088, in an account opened and held by the Purchaser with a mutually acceptable Swedish bank; branch office located in Stockholm (such account, the “ Escrow Account ”). The so deposited funds shall be held by such bank in escrow pursuant to the provisions set forth below and the terms and conditions of a mutually acceptable escrow agreement as security for the Purchaser’s obligations to pay the Contingent Cash Components upon satisfaction of the contingencies set forth above.

 

Conditional Purchase Agreement

FastPartner AB

   8   

1.2 Withdrawals from the Escrow Account shall only be made (i) after delivery to the escrow bank of a joint written instruction signed by the Purchaser and the Seller pursuant to the provisions set forth below, or (ii) after delivery to the escrow bank of a written instruction signed by the Purchaser or the Seller to which instruction is enclosed a final arbitration award, or final judgment of a court or tribunal, regarding the payment from or release out of the Escrow Account, as set out in such arbitration award or judgment.

 

1.3 If the QTYPE 11 CE-marking contingency is met on or before December 31, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Seller within 30 days of achievement of the contingency an amount of the escrowed funds equal to the related Contingent Cash Component. Such payment and release shall constitute a payment to the Seller of the related Contingent Cash Component.

 

1.4 If the QTYPE 11 CE-marking contingency has not been met by December 31, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Purchaser an amount of the escrowed funds equal to the related Contingent Cash Component.

 

1.5 If the Compliance Contingency is met, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Seller within 30 days of evidence of compliance in the Q1 2016 reference period an amount of the escrowed funds equal to the related Contingent Cash Component. Alternatively, if the Compliance Contingency is not met, but the Alternative Compliance Contingency is met on or before June 30, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and (i) pay to the Seller within 30 days of the Bank’s offer having been made an amount of the escrowed funds equal to the related Contingent Cash Component less the Alternative Compliance Contingency Deduction, if any, and (ii) pay to the Purchaser within 30 days of the Bank’s offer having been made an amount of the escrowed funds equal to the Alternative Compliance Contingency Deduction, if any. Any such payment and release to the Seller shall constitute a payment to the Seller of the related Contingent Cash Component.

 

1.6 If neither the Compliance Contingency nor the Alternative Compliance Contingency is met by June 30, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Purchaser an amount of the escrowed funds equal to the related Contingent Cash Component.

 

1.7 The costs, fees and expenses of the escrow agent shall be shared and paid 50/50 between the Seller and the Purchaser.

 

Conditional Purchase Agreement

FastPartner AB

   9   

Exhibit 99.3

CONDITIONAL SHARE PURCHASE AGREEMENT

This Conditional Share Purchase Agreement (this “ Agreement ”) has, on the date hereof, been entered into by and between CareDx, Inc. (the “ Purchaser ”) and Xenella Holding AB (the “ Seller ”).

WHEREAS the Purchaser is considering making a public offer in accordance with the takeover rules applicable to companies listed on NASDAQ Stockholm to acquire all outstanding shares in Allenex AB (the “ Company ”) for a consideration consisting of a mixture of securities and cash (an “ Offer ”);

WHEREAS the Shareholder is the owner of 11,174,755 shares in the Company (the “ Shares ”), representing 9.2900 percent of the issued and outstanding shares in the Company, and

WHEREAS in order to encourage the Purchaser to make an offer for the Company, the Shareholder is willing to agree to sell the Shares to the Purchaser, provided that an Offer is made on or before 16 December 2015.

The Parties have agreed as follows:

 

1. PURCHASE AND SALE

 

1.1 Purchase and Sale; Purchase Price

Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below), free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “ Purchase Price ”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and SEK 13,306,696 for all Shares purchased pursuant to this Agreement (the “ Initial Cash Component ”), (ii) up to SEK 0.540 per Company share and SEK 6,036,805 for all Shares purchased pursuant to this Agreement, subject to and conditional upon the contingencies identified in Appendix 1 (the “ Contingent Cash Component ”) and (iii) 0.01298 shares of common stock of the Purchaser per Company share and 144,998 shares of such common stock for all Shares purchased pursuant to this Agreement (the “ Common Stock Component ”, and such shares the “ Consideration Shares ”).

 

Conditional Purchase Agreement

Xenella Holding AB

     

1.2 Conditions to the Purchaser’s obligations

The Purchaser’s obligation to purchase the Shares is subject to the following conditions, each of which shall be objectively verifiable and which the Purchaser reserves the right to waive, in whole or in part:

 

  (a) the Offer being accepted to such an extent that the Purchaser becomes the owner of Allenex shares representing not less than 78% of the shares in the Company;

 

  (b) no circumstance or circumstances, which the Purchaser did not have knowledge of at the date hereof, having occurred which, individually or in the aggregate, would have or could reasonably be expected to have a material adverse effect on the sales, results, liquidity, equity ratio, equity or assets of the Company and its subsidiaries, taken as a whole;

 

  (c) neither the purchase of the Shares, nor the Offer or the acquisition of the Company, being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision by court or public authority, or any other similar circumstance which is actual or can reasonably be expected, and which the Purchaser could not reasonably have foreseen at the date hereof;

 

  (d) the Company not taking any action that is likely to impair the prerequisites for making or completing the purchase of the Shares or the Offer; and

 

  (e) no information made public by the Company or disclosed by the Company to the Purchaser prior to the date hereof being materially inaccurate, incomplete or misleading, and the Company having made public all material information which should have been made public by it,

provided, however, that the aforementioned conditions (b) – (e) shall only be available to the Purchaser if any one or more of such conditions, individually or collectively, is or are of material importance to the Purchaser’s purchase of the Shares, the Offer or the acquisition of the Company.

 

1.3 Conditions to the Seller’s obligations

Unless waived in whole or in part, the Seller’s obligation to sell the Shares is subject to the Purchaser announcing an Offer on or before 16 December 2015 (the actual date of such announcement, the “ Offer Announcement Date ”), which Offer shall include an all cash alternative (which alternative shall not be available to the Seller) and an initial acceptance period of three (3) weeks, which period the Purchaser may extend, provided that, if all conditions for the Offer are fulfilled by the expiry of the initial acceptance period, the Offer shall be declared unconditional and settlement shall take place as soon as possible. A copy of the Offer Announcement is attached hereto, Appendix 2.

 

Conditional Purchase Agreement

Xenella Holding AB

   2   

2 CLOSING

 

2.1 Delivery of Shares

The Seller shall tender the Shares into the Offer for the Purchase Price and the form and mix of consideration set forth in Section 1.1 (and not the all cash alternative), or otherwise in such manner as agreed by the parties.

 

2.2 Payment of the Initial Cash Component and the Common Stock Component

The Purchaser shall, subject to satisfaction of the conditions set forth in Section 1.2, accept the tendered Shares and pay the Initial Cash Component and deliver the Consideration Shares through the Offer settlement procedure, or otherwise in such manner as agreed by the parties. Pursuant to the Offer settlement procedure, fractions of Consideration Shares will be combined and sold on the NASDAQ Global Select Market on behalf of all Company shareholders concerned, and the average net proceeds will thereafter be distributed among such shareholders in relation to the size of each shareholder’s fraction of a Consideration Share.

The Purchaser agrees that it will, at its own cost and expense, execute, deliver and do (or so procure) all documents, acts and things as the Seller may from time to time reasonably require in order to vest in the Seller, when delivered, valid, legal title to the Common Stock Consideration, free of all liens, charges and other encumbrances and third party rights or as otherwise may be necessary to give full effect to this Agreement.

 

2.3 Payment of the Contingent Cash Component

Subject to and conditional upon the Purchaser having accepted the tendered Shares and the contingencies identified in Appendix 1, the Contingent Cash Component shall become payable in the proportions and at such times and in such manner as set forth in Appendix 1.

 

3. COVENANTS

 

3.1 Covenants of the Seller

The Seller covenants with the Purchaser that it:

 

  (a) shall have and continue to have the right to transfer the full legal title and beneficial interest in the Shares free from any and all liens, charges and other encumbrances and third party rights;

 

  (b) shall not sell, transfer, mortgage, charge or otherwise encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Shares, or any interest in any or all of the Shares other than pursuant hereto;

 

  (c)

shall not propose or initiate any recapitalisation, merger or other business combination or acquisition of all or a material portion of the assets of the Company or other similar

 

Conditional Purchase Agreement

Xenella Holding AB

   3   

  transaction involving the Company or participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise co-operate in any way with or facilitate or encourage, any effort or attempt by any other person to do or seek to do any of the foregoing;

 

  (d) shall exercise and procure the exercise of all voting rights attaching to the Shares in such manner as to enable an Offer to be made and to become capable of being declared unconditional in all respects; and

 

  (e) shall not requisition or convene any meeting of the shareholders of the Company or to circulate any documents to such members without the prior written consent of the Purchaser.

 

3.2 Covenants of the Purchaser

The Purchaser covenants with the Seller that it shall not make an Offer that includes a minimum acceptance condition exceeding 78% of the shares in the Company. The issuance of the Consideration Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), or the securities laws of any state of the United States, and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder. The Seller shall have the right to (i) have the Consideration Shares registered together with any future new issue of shares registered under the Securities Act by the Purchaser (piggy back) and (ii) the Purchaser will use commercially reasonable efforts (taking into account, among other things, accounting and regulatory considerations) to file and cause the appropriate registration statement under the Securities Act to become effective if required for the Consideration Shares to be immediately freely tradeable. The Purchaser shall only be required to undertake such registration upon written request by the Seller.

 

4. REPRESENTATIONS & WARRANTIES

 

4.1 Representations & Warranties of the Seller

The Seller represents and warrants to the Purchaser that:

 

  (a) the Seller has valid title to and is the holder and sole legal owner of the Shares free from all liens, charges and other encumbrances and third party rights;

 

  (b) the execution, delivery and performance of this Agreement has been duly authorised by the Seller and constitutes a legal, valid, binding and enforceable obligation of the Seller;

 

  (c) the execution, delivery and performance of this Agreement by the Seller is not contrary to the provisions of the articles of association and/or other constitutional documents of the Seller and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Seller or any of its affiliates is a party or by which it or any of its affiliates is bound;

 

Conditional Purchase Agreement

Xenella Holding AB

   4   

  (d) neither the Seller nor any of its affiliates, nor any person acting on behalf of any of them, has, directly or indirectly, done any act or engaged in any course of conduct or will do directly or indirectly any act or engage in any course of willful conduct which creates a false or misleading impression as to the market in, or the value of, the Company’s shares.

 

4.2 Representations & Warranties of the Purchaser

The Purchaser represents and warrants to Seller that:

 

  (a) the execution, delivery and performance of this Agreement has been, and the Offer will be, duly authorised by the Purchaser and with respect to the Agreement, constitutes a legal, valid, binding and enforceable obligation of the Purchaser and, with respect to the Offer, will constitute a legal valid and binding and enforceable obligation of the Purchaser;

 

  (b) the execution, delivery and performance of this Agreement by the Purchaser is not, and the Offer will not be, contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound; and

 

  (e) neither the Purchaser nor any of its affiliates, nor any person acting on behalf of any of them, has, directly or indirectly, done any act or engaged in any course of conduct or will do directly or indirectly any act or engage in any course of willful conduct which creates a false or misleading impression as to the market in, or the value of, the shares of the Company or the shares of the Purchaser.

 

5. PUBLIC ANNOUNCEMENTS

The Parties agree to announce the sale and purchase of the Shares pursuant to this Agreement by making the public announcement(s) attached hereto, Appendix 3, in connection with the Purchaser’s announcement of the Offer, Appendix 2. Such announcements will be made by the opening of trading on NASDAQ Stockholm on the first day after the date hereof.

Save for the foregoing announcement, the Seller agrees to keep this Agreement, including the terms and conditions hereof and matters dealt with herein, in strict confidence and agrees not to make or issue any statement or commentary in respect of any matter dealt with herein or related hereto. Notwithstanding the foregoing, if the Seller is required, as advised by legal counsel, to disclose this Agreement, or any terms and conditions hereof, or make any statement or commentary on any matter dealt with herein or related hereto, in response to a court order or subpoena or pursuant to applicable laws, rules and regulations (including stock exchange rules in Sweden and the United States), it shall, to the extent permitted by such requirement, advise the Purchaser in writing of such requirement as soon as practicable after it is informed of it, and, if possible, before any third party or public disclosure, statement or commentary, and shall

 

Conditional Purchase Agreement

Xenella Holding AB

   5   

consult with the Purchaser as to the content and timing of any such disclosure, statement or commentary and shall take into account any reasonable requests of the Purchaser regarding the content and/or timing of such disclosure, statement or commentary. If the Seller is required, as advised by legal counsel, to make the disclosure, statement or commentary, it shall only make the disclosure, statement or commentary to the extent to which it is so required, but shall not disclose any other term or condition hereof or make or issue any statement or commentary in respect of any other matter dealt with herein or related hereto.

 

6. TERMINATION

This Agreement may be terminated:

 

  (a) by the Seller, if the Purchaser shall not have announced an Offer on or before 16 December 2015;

 

  (b) by the Purchaser, if the Purchaser has withdrawn an Offer with reference to one or more of the conditions set forth in Section 1.2 not being satisfied on or before 8 April 2016; and

 

  (c) by the Seller, if the Purchaser shall not have declared an Offer unconditional on or before 8 April 2016 .

 

7. ENTIRE AGREEMENT

This Agreement together with the terms and conditions of the Offer sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior preconditions, agreements and arrangements and understandings on the subject matter hereof made between the Parties. Both Parties confirm that there are no such prior preconditions, agreements, arrangements or understandings affecting this Agreement. The Agreement may only be altered or amended in writing jointly by the Parties.

 

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement, including the arbitration clause, shall be governed by and construed in accordance with Swedish substantive law.

Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed other than if and to the extent permitted by Section 4 hereof.

 

 

[Signature page to follow]

 

Conditional Purchase Agreement

Xenella Holding AB

   6   

This Agreement has been executed in two (2) original counterparts of which the Parties have taken one each.

 

  XENELLA HOLDING AB       CAREDX, INC.
 

  /s/ Oscar Ahlgren

     

  /s/ Peter Maag

  By:     Oscar Ahlgren       By:     Peter Maag
  Date:  12/16/2015       Date:  12/16/2015
  Place: Malinõ       Place: Brisbane, California, USA

 

Conditional Purchase Agreement

Xenella Holding AB

   7   

Appendix 1

CONTINGENT CASH COMPONENT

 

Contingency

   Contingent Cash Component

1.       QTYPE CE-Marking

 

  

Achievement of CE-marking (including receipt of EC-certificate from a Notified Body) of a Q-TYPE 11 reagent test and, as a separate and not necessarily as a bundled product, associated software as performed on a PCR instrument on or before December 31, 2016. Contingent Cash Component will be paid in full within 30 days of achievement of the contingency.

   SEK 0.27 per Company share
and SEK 3,018,403 for all
Shares purchased

 

2.      Compliance with Financial Covenants

  

 

Compliance, in each of the reference periods Q4 2015 and Q1 2016, with the financial covenants (as per existing ratios) in the Danske Bank MSEK 71 Term Facility (the “ Compliance Contingency ”). The Contingent Cash Component will be paid in full within 30 days of achievement of the contingency. Alternatively, if the contingency is not achieved, but Danske Bank or any other bank of equal standing (the “ Bank ”) makes an offer on or before June 30, 2016 to amend or refinance the facility with realistically achievable financial covenants based on performance of the Company’s business through Q1 2016 and with a duration and amortization schedule not materially deviating negatively from the existing facility’s duration and amortization schedule (the “ Alternative Compliance Contingency ”), then the Contingent Cash Component, less the sum of the net present value of any increased interest margins and 50% of any waiver or refinancing fees and cost reimbursements charged by the Bank multiplied by 0,119210214 (the sum of such deductions, the “ Alternative Compliance Contingency Deduction ”), will be paid in full within 30 days of such offer. A representative of the Seller shall be entitled to participate in negotiations with Danske Bank and, if the Purchaser elects not to, to conduct such negotiations.

  

 

SEK 0.27 per Company share
and SEK 3,018,402 for all
Shares purchased

Escrow of Contingent Cash Component

 

1.1 In connection with the settlement of the Offer, the Purchaser shall deposit an amount equal to the Contingent Cash Component, i.e., SEK 6,036,805, in an account opened and held by the Purchaser with a mutually acceptable Swedish bank; branch office located in Stockholm (such account, the “ Escrow Account ”). The so deposited funds shall be held by such bank in escrow pursuant to the provisions set forth below and the terms and conditions of a mutually acceptable escrow agreement as security for the Purchaser’s obligations to pay the Contingent Cash Components upon satisfaction of the contingencies set forth above.

 

Conditional Purchase Agreement

Xenella Holding AB

   8   

1.2 Withdrawals from the Escrow Account shall only be made (i) after delivery to the escrow bank of a joint written instruction signed by the Purchaser and the Seller pursuant to the provisions set forth below, or (ii) after delivery to the escrow bank of a written instruction signed by the Purchaser or the Seller to which instruction is enclosed a final arbitration award, or final judgment of a court or tribunal, regarding the payment from or release out of the Escrow Account, as set out in such arbitration award or judgment.

 

1.3 If the QTYPE 11 CE-marking contingency is met on or before December 31, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Seller within 30 days of achievement of the contingency an amount of the escrowed funds equal to the related Contingent Cash Component. Such payment and release shall constitute a payment to the Seller of the related Contingent Cash Component.

 

1.4 If the QTYPE 11 CE-marking contingency has not been met by December 31, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Purchaser an amount of the escrowed funds equal to the related Contingent Cash Component.

 

1.5 If the Compliance Contingency is met, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Seller within 30 days of evidence of compliance in the Q1 2016 reference period an amount of the escrowed funds equal to the related Contingent Cash Component. Alternatively, if the Compliance Contingency is not met, but the Alternative Compliance Contingency is met on or before June 30, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and (i) pay to the Seller within 30 days of the Bank’s offer having been made an amount of the escrowed funds equal to the related Contingent Cash Component less the Alternative Compliance Contingency Deduction, if any, and (ii) pay to the Purchaser within 30 days of the Bank’s offer having been made an amount of the escrowed funds equal to the Alternative Compliance Contingency Deduction, if any. Any such payment and release to the Seller shall constitute a payment to the Seller of the related Contingent Cash Component.

 

1.6 If neither the Compliance Contingency nor the Alternative Compliance Contingency is met by June 30, 2016, the Purchaser and the Seller shall deliver to the escrow agent a joint written instruction to release out of the Escrow Account and pay to the Purchaser an amount of the escrowed funds equal to the related Contingent Cash Component.

 

1.7 The costs, fees and expenses of the escrow agent shall be shared and paid 50/50 between the Seller and the Purchaser.

 

Conditional Purchase Agreement

Xenella Holding AB

   9   

Exhibit 99.4

 

LOGO

Press release, dec 16, 2015

STATEMENT BY THE BOARD OF DIRECTORS OF ALLENEX AB (PUBL) IN RELATION TO CAREDX INC’S PUBLIC TAKEOVER OFFER

The Board of Directors of Allenex AB (publ) unanimously recommends the shareholders to accept the public takeover offer made by CareDx, Inc.

Background

CareDx, Inc (the “ Bidder ”), listed on Nasdaq Global Market, USA, has today, through a press release, announced a public takeover offer to the shareholders of Allenex AB (publ), (“ Allenex ”) to acquire all of the outstanding shares of Allenex (the “ Offer ”). With the exception of Midroc Invest AB, Fastpartner AB and Xenella Holding AB (jointly the “ Majority Shareholders ”) the shareholders of Allenex are offered a cash consideration of SEK 2.50 per share (the “ Cash Alternative ”). As an alternative offer, a cash consideration of SEK 1.731 per share and 0.01298 shares in the Bidder per share in Allenex is offered (the “ Mixed Alternative ”), which corresponds to a value of SEK 2.42 [1]  per share in Allenex.

This statement is made by the Board of Directors of Allenex pursuant to section II.19 of the rules concerning takeover bids on the stock market adopted by Nasdaq Stockholm (the “ Takeover Rules ”).

The Cash Alternative represents a premium of approximately 24 per cent based on the last closing price of the Allenex share on 15 December 2015, being the last trading day prior to announcement of the Offer. Compared to the volume weighted average share price of Allenex during the last month up to and including 15 December 2015 the Cash Alternative represents a premium of approximately 17 per cent, compared to the volume weighted average share price during the last three (3) months up to and including 15 December 2015 the Cash Alternative represents a premium of approximately 16 per cent and compared to the volume weighted average share price during the last six (6) months up to and including 15 December 2015 the Cash Alternative represents a premium of approximately 12per cent. The total value of the Cash Alternative amounts to approximately MSEK 300.7.

The Mixed Alternative represents a premium of approximately 20 per cent based on the last closing price of the Allenex share on 15 December 2015, being the last trading day prior to announcement of the Offer .[2] Compared to the volume weighted average share price of Allenex during the last month up to and including 15 December 2015 the Mixed Alternative represents a premium of approximately 13 per cent, compared to the volume weighted average share price during the last three (3) months up to and including 15 December 2015

the Mixed Alternative represents a premium of approximately 12 per cent and compared to the volume weighted average share price during the last six (6) months up to and including 15 December 2015 the Mixed Alternative represents a premium of approximately 9 per cent. The total value of the Mixed Alternative amounts to approximately MSEK .291.1 [3]

The acceptance period for the Offer is expected to run from 10 February 2016 up to and including 2 March 2016. The Offer is conditional upon e.g. that the Offer being accepted to such extent that the Bidder becomes the owner of shares representing more than 78 percent of the total number of shares in Allenex.

The Board of Directors has allowed the Bidder to conduct a due diligence investigation in connection with the preparations for the Offer and the Bidder has in connection therewith also met with the management of Allenex. The Bidder has not received any non-public price-sensitive information in connection with the due diligence investigation.

The Majority Shareholders, who represent approximately 78 per cent of the total number of outstanding shares in Allenex, have undertaken to accept the Offer for a consideration of 0.01298 shares in the Bidder and an initial cash payment of SEK 1.191 per share in Allenex and potential additional future cash payments of up to SEK 0.54 per share in Allenex, based on the achievement of certain commercial and financial milestones during 2016. The Majority Shareholders’ possible total compensation does not exceed the compensation other shareholders may obtain under the Mixed Alternative. The Majority Shareholders’ undertakings are conditional upon that the Offer is being declared unconditional no later than on 8 April 2016.

Oscar Ahlgren, Director of the Board of Directors of Midroc Invest AB and Xenella Holding AB, and Sven-Olof Johansson, CEO and main shareholder of Fastpartner AB and Director of the Board of Directors of Xenella Holding AB, have, due to conflict of interests, based on the above mentioned commitments, not participated in the preparations and issues related to the Offer in the Allenex Board of Directors. All other members of the Board of Directors of Allenex, all of which are independent of the company, the management and the major shareholders in the company, have participated in the handling of the issue and the Board of Directors has therefore been quorate.

For further information regarding the Offer, the Board of Directors refers to the Bidder’s press release which was made public on 16 December 2015 and the offer document which the Bidder will publish and distribute to the shareholders of Allenex.

Effects of the Offer on the Company’s employees etc.

Under the Takeover Rules, the Board of Directors must, based on what the Bidder has expressed in its announcement of the Offer, present its views on the impact the completion of the Offer may have on Allenex, particularly employment, and its views on the Bidder’s strategic plans for Allenex and the impact these could be expected to have on employment and on Allenex’s business locations. Based on what the Bidder has expressed in its Offer announcement, the Board of Directors does not foresee any material changes, due to the completion of the Offer, to the employment and operations on sites where Allenex currently conducts business.

 

-2-

The Board of Directors’ Recommendation

The Board of Directors’ opinion of the Offer is based on a joint assessment of a number of factors that the Board of Directors has considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, Allenex’ present position, Allenex’ future capital requirements, Allenex’ expected future development and potential and thereto related possibilities and risks.

It is the Board of Directors’ assessment that Allenex and the Bidder complement each other well, both geographically and in terms of product portfolios. The Board of Directors has also in its overall assessment considered the prospects for Allenex to operate as an independent company and the risks associated therewith. The Board of Directors has noted that the company has shown a steady increase in both sales and operating profit in recent years. The Board of Directors assesses that the trend is likely to remain positive. However, Allenex operates in a highly competitive and changeable market. A stronger financial position than today would be desirable in order to best realize the company’s potential.

The Board of Directors has noted that the Cash Alternative represents a premium of approximately 24 per cent based on the closing price of the Allenex share on 15 December 2015, being the last trading day prior to announcement of the Offer. Compared to the volume weighted average share price of Allenex the last month up to and including 15 December 2015 the Cash Alternative represents a premium of approximately 17 per cent, compared to the volume weighted average share price the last three (3) months up to and including 15 December 2015 the Cash Alternative represents a premium of approximately 16 per cent, and compared to the volume weighted average share price the last six (6) months up to and including 15 December 2015 the Cash Alternative represents a premium of approximately 12 per cent.

The Board of Directors has noted that the Mixed Alternative, valued by the Bidder at a consideration of SEK 2.42 [4]  per share in Allenex, represents a premium of approximately 20 per cent based on the last closing price of the shares in Allenex on 15 December 2015, being the last trading day prior to announcement of the Offer. Compared to the volume weighted average share price of Allenex during the last month up to and including 15 December 2015 the Mixed Alternative represents a premium of approximately 13 per cent, compared to the volume weighted average share price during the last three (3) months up to and including 15 December 2015 the Mixed Alternative represents a premium of approximately 12 per cent and compared to the volume weighted average share price during the last six (6) months up to and including 15 December 2015 the Mixed Alternative represents a premium of approximately 9 per cent. The Board of Directors would like to draw the shareholders of Allenex’ attention to the fact that the value of the consideration of the Mixed Alternative will vary over time depending on the price of the shares of the Bidder and the SEK/USD exchange rate. Whether the Cash Alternative or Mixed Alternative is preferable for the shareholder shall be based on an assessment by the individual shareholder of Allenex.

The Board of Directors has in its assessment of the Offer also taken into consideration that the Bidder has secured approximately 78 percent of the shares in Allenex by commitments from the Majority Shareholders. In this context, it should be noted that the total compensation, to which the Majority Shareholders may be entitled, may be less than the consideration which other shareholders may receive under the Mixed Alternative.

 

-3-

Based on the above, the Board of Directors unanimously recommends the shareholders of Allenex to accept the Offer.

This statement shall in all aspects be governed by and interpreted in accordance with Swedish law. Any disputes relating to or arising in connection with this statement shall be settled exclusively by Swedish courts.

Stockholm on 16 December 2015

Allenex AB (publ)

The Board of Directors

Adviser

Advokatfirman Lindahl KB is the legal adviser to Allenex.

For additional information, please contact:

Anders Williamsson, chairman of the Board of Directors of Allenex, 0708 – 72 18 65

About Allenex

Allenex is a life science company that develops, manufactures, markets and sells products for safer transplants of organs and bone marrow on the global market. Allenex is listed on NASDAQ Stockholm Small Cap (ticker: ALNX). 55 persons are employed in the Allenex group.

The information in this press release shall be disclosed by Allenex AB (publ) pursuant to the Securities Markets Act and the Takeover Rules. The information was submitted for publication on 16 December 2015, 08.48 am (CET).

[1] Based on the SEK / USD exchange rate of 8.4990 per 15 December 2015 and the closing price of the Bidder’s share in USD 6.25 per 15 December 2015.

[2] Based on the SEK / USD exchange rate of 8.4990 per 15 December 2015 and the closing price of the Bidder’s share in USD 6.25 per 15 December 2015.

[3] Based on the SEK / USD exchange rate of 8.4990 per 15 December 2015 and the closing price of the Bidder’s share in USD 6.25 per 15 December 2015.

[4] Based on the SEK / USD exchange rate of 8.4990 per 15 December 2015 and the closing price of the Bidder’s share in USD of 6.25 per 15 December 2015.

 

-4-