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)

February 8, 2016

 

 

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.

Amendments to Conditional Share Purchase Agreements

On February 8, 2016, CareDx (“ CareDx ”) entered into an Amendment to Conditional Share Purchase Agreement (the “ Amendments ”) with each of Midroc Invest AB, FastPartner AB and Xenella Holding AB (collectively, the “ Majority Shareholders ”) in order to amend the offer to acquire, subject to certain conditions, approximately 78% of the total outstanding shares of Allenex AB, a Swedish company listed on Nasdaq Stockholm (“ Allenex ”) first announced on December 16, 2015. Pursuant to the Amendments, the cash component remains unchanged at SEK 1.191 per share, or approximately $0.14 using the exchange rate in effect on December 16, 2015, and the contingent deferred cash payments of up to SEK 0.540 per share, or $0.06 using the exchange rate in effect on December 16, 2015, also remains unchanged, but payment has been deferred until March 31, 2017. In exchange the common stock component has been increased from 0.01298 shares of CareDx common stock per Allenex share to 0.01458 shares of CareDx common stock per Allenex share. The Amendments 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 February 9, 2016, CareDx issued a press release in the U.S. announcing that its public exchange offer to acquire all outstanding shares of Allenex not held by the Majority Shareholders (the “ Offer ”) has also been correspondingly increased. Under the amended terms of the Offer, the Allenex shareholders continue to have two alternatives for the tender offer of their shares. The All Cash Alternative remains unchanged at SEK 2.50, or approximately $0.30 using the exchange rate in effect on December 16, 2015, per Allenex share. The common stock component of the Mixed Offer Consideration Alternative has been enhanced from 0.01298 shares of CareDx common stock per Allenex share to 0.01458 shares of CareDx common stock per Allenex share. The cash portion of the Mixed Consideration Alternative remains unchanged at SEK 1.731 per Allenex share. The full text of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

On February 9, 2016, CareDx also issued a press release in Sweden announcing the changes to the public offer to acquire the shares of Allenex AB. The full text of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

If the Offer is accepted in its entirety, under the Mixed Consideration Alternative an aggregate of 1,753,806 shares of CareDx’s common stock will be issued under the Offer, corresponding to approximately 12.8% of CareDx’s outstanding shares following the completion of the Offer.

 

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, CareDx has agreed to issue 1,366,728 shares of Common Stock of CareDx 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 7.01. REGULATION FD DISCLOSURE

On February 9, 2016, CareDx issued a press release in the U.S. announcing that its public exchange offer to acquire all outstanding shares of Allenex not held by the Majority Shareholders has been enhanced. The full text of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

On February 9, 2016, CareDx also issued a press release in Sweden announcing the recommended public offer to acquire the shares of Allenex AB. The full text of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

99.1    Amendment to Conditional Share Purchase Agreement between CareDx and Midroc Invest AB, dated as of February 8, 2016.
99.2    Amendment to Conditional Share Purchase Agreement between CareDx and FastPartner AB, dated as of February 8, 2016.


99.3    Amendment to Conditional Share Purchase Agreement between CareDx and Xenella Holding AB, dated as of February 8, 2016.
99.4    Press Release issued by CareDx, Inc., dated February 9, 2016.
99.5    Press Release issued by CareDx, Inc., dated February 9, 2016.


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: February 12, 2015


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Amendment to Conditional Share Purchase Agreement between CareDx and Midroc Invest AB, dated as of February 8, 2016.
99.2    Amendment to Conditional Share Purchase Agreement between CareDx and FastPartner AB, dated as of February 8, 2016.
99.3    Amendment to Conditional Share Purchase Agreement between CareDx and Xenella Holding AB, dated as of February 8, 2016.
99.4    Press Release issued by CareDx, Inc., dated February 9, 2016.
99.5    Press Release issued by CareDx, Inc., dated February 9, 2016.

EXHIBIT 99.1

AMENDMENT TO

CONDITIONAL SHARE PURCHASE AGREEMENT

This Amendment (this “ Amendment ”) is entered into by and between CareDx, Inc. (the “ Purchaser ”) and Midroc Invest AB (the “ Seller ”) and amends that certain Conditional Purchase Agreement (the “ Agreement ”) between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 43,678,850 shares in Allenex AB (the “ Company ”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on 16 December 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

WHEREAS the Purchaser has agreed to increase the Common Stock Component in consideration for the Seller agreeing to not require a deposit in escrow of the Contingent Cash Component as agreed in Appendix 1 to the Agreement and the Seller agreeing to defer payment of the Contingent Cash Component as set forth herein.

The Parties have agreed as follows:

 

1. PURCHASE AND SALE

 

1.1 Purchase and Sale; Purchase Price

Section 1.1 of the Agreement is hereby replaced in its entirety with the following:

“Subject to the terms and conditions of the Agreement, the Seller agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date, 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, which is equal to SEK 52,011,983 for all Shares purchased (the “ Initial Cash Component ”), (ii) up to SEK 0.540 per Company share, which is equal to SEK 23,596,107 for all Shares purchased, subject to and conditional upon the contingencies identified in Appendix 1 (the “ Contingent Cash Component ”) and (iii) 0.01458 shares of common stock of the Purchaser per Company share, which is equal to 636,838 shares of such common stock for all Shares purchased (the “ Common Stock Component ”, and such shares the “ Consideration Shares ”).”

 

2 PAYMENT OF THE CONTINGENT CASH COMPONENT

 

2.1 Payment of the Contingent Cash Component

Section 2.3 of the Agreement is hereby replaced in its entirety with the following:

“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 on March 31, 2017”

 

Amendment Conditional Purchase Agreement

Midroc Invest AB

     


2.2 Replacement of Appendix 1

Appendix 1 to the Agreement is replaced in its entirety with Appendix 1 attached hereto.

 

3. REPRESENTATIONS & WARRANTIES

 

3.1 Representations & Warranties of the Seller

The Seller represents and warrants to the Purchaser that:

 

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

 

  (b) the execution, delivery and performance of this Amendment 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.

 

3.2 Representations & Warranties of the Purchaser

The Purchaser represents and warrants to Seller that:

 

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

 

  (b) the execution, delivery and performance of this Amendment by the Purchaser is not 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.

 

4. GOVERNING LAW; DISPUTE RESOLUTION

This Amendment, 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 Amendment 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

 

Amendment Conditional Purchase Agreement

Midroc Invest AB

   2   


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 5 of the Agreement.

 

 

[Signature page to follow]

 

Amendment Conditional Purchase Agreement

Midroc Invest AB

   3   


This Amendment 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: February 8, 2016

     Date: February 8, 2016

Place: Stockholm

     Place: Brisbane, California, USA

 

Amendment Conditional Purchase Agreement

Midroc Invest AB

   4   


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.

  

    

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. Alternatively, if the contingency is not achieved, Danske Bank or any other bank of equal standing (the “ Bank ”) making 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, but then the Contingent Cash Component shall be reduced by 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. 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

 

Amendment Conditional Purchase Agreement

Midroc Invest AB

   5   

EXHIBIT 99.2

AMENDMENT TO

CONDITIONAL SHARE PURCHASE AGREEMENT

This Amendment (this “ Amendment ”) is entered into by and between CareDx, Inc. (the “ Purchaser ”) and FastPartner AB (the “ Seller ”) and amends that certain Conditional Purchase Agreement (the “ Agreement ”) between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 38,886,307 shares in Allenex AB (the “ Company ”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on 16 December 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

WHEREAS the Purchaser has agreed to increase the Common Stock Component in consideration for the Seller agreeing to not require a deposit in escrow of the Contingent Cash Component as agreed in Appendix 1 to the Agreement and the Seller agreeing to defer payment of the Contingent Cash Component as set forth herein.

The Parties have agreed as follows:

 

1. PURCHASE AND SALE

 

1.1 Purchase and Sale; Purchase Price

Section 1.1 of the Agreement is hereby replaced in its entirety with the following:

“Subject to the terms and conditions of the Agreement, the Seller agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date, 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, which is equal to SEK 46,305,109 for all Shares purchased (the “ Initial Cash Component ”), (ii) up to SEK 0.540 per Company share, which is equal to SEK 21,007,088 for all Shares purchased, subject to and conditional upon the contingencies identified in Appendix 1 (the “ Contingent Cash Component ”) and (iii) 0.01458 shares of common stock of the Purchaser per Company share, which is equal to 566,962 shares of such common stock for all Shares purchased (the “ Common Stock Component ”, and such shares the “ Consideration Shares ”).”

 

2 PAYMENT OF THE CONTINGENT CASH COMPONENT

 

2.1 Payment of the Contingent Cash Component

Section 2.3 of the Agreement is hereby replaced in its entirety with the following:

“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 on March 31, 2017”

 

Amendment Conditional Purchase Agreement

FastPartner AB

     


2.2 Replacement of Appendix 1

Appendix 1 to the Agreement is replaced in its entirety with Appendix 1 attached hereto.

 

3. REPRESENTATIONS & WARRANTIES

 

3.1 Representations & Warranties of the Seller

The Seller represents and warrants to the Purchaser that:

 

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

 

  (b) the execution, delivery and performance of this Amendment 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.

 

3.2 Representations & Warranties of the Purchaser

The Purchaser represents and warrants to Seller that:

 

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

 

  (b) the execution, delivery and performance of this Amendment by the Purchaser is not 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.

 

4. GOVERNING LAW; DISPUTE RESOLUTION

This Amendment, 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 Amendment 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

 

Amendment Conditional Purchase Agreement

FastPartner AB

   2   


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 5 of the Agreement.

 

 

[Signature page to follow]

 

Amendment Conditional Purchase Agreement

FastPartner AB

   3   


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

 

FASTPARTNER AB

       CAREDX, INC.

/s/ Authorized Signatory

    

/s/ Peter Maag

By: Authorized Signatory      By: Peter Maag

Date: February 8, 2016

Place: Stockholm, Sweden

     Date: February 8, 2016
     Place: Brisbane, California, USA

 

Amendment Conditional Purchase Agreement

FastPartner AB

   4   


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.

  

    

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. Alternatively, if the contingency is not achieved, Danske Bank or any other bank of equal standing (the “ Bank ”) making 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, but then the Contingent Cash Component shall be reduced by 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. 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

 

Amendment Conditional Purchase Agreement

FastPartner AB

   5   

EXHIBIT 99.3

AMENDMENT TO

CONDITIONAL SHARE PURCHASE AGREEMENT

This Amendment (this “ Amendment ”) is entered into by and between CareDx, Inc. (the “ Purchaser ”) and Xenella Holding AB (the “ Seller ”) and amends that certain Conditional Purchase Agreement (the “ Agreement ”) between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 11,174,755 shares in Allenex AB (the “ Company ”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on 16 December 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

WHEREAS the Purchaser has agreed to increase the Common Stock Component in consideration for the Seller agreeing to not require a deposit in escrow of the Contingent Cash Component as agreed in Appendix 1 to the Agreement and the Seller agreeing to defer payment of the Contingent Cash Component as set forth herein.

The Parties have agreed as follows:

 

1. PURCHASE AND SALE

 

1.1 Purchase and Sale; Purchase Price

Section 1.1 of the Agreement is hereby replaced in its entirety with the following:

“Subject to the terms and conditions of the Agreement, the Seller agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date, 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, which is equal to SEK 13,306,696 for all Shares purchased (the “ Initial Cash Component ”), (ii) up to SEK 0.540 per Company share, which is equal to SEK 6,036,805 for all Shares purchased, subject to and conditional upon the contingencies identified in Appendix 1 (the “ Contingent Cash Component ”) and (iii) 0.01458 shares of common stock of the Purchaser per Company share, which is equal to 162,928 shares of such common stock for all Shares purchased (the “ Common Stock Component ”, and such shares the “ Consideration Shares ”).”

 

2 PAYMENT OF THE CONTINGENT CASH COMPONENT

 

2.1 Payment of the Contingent Cash Component

Section 2.3 of the Agreement is hereby replaced in its entirety with the following:

“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 on March 31, 2017”

 

Amendment Conditional Purchase Agreement

Xenella Holding AB

     


2.2 Replacement of Appendix 1

Appendix 1 to the Agreement is replaced in its entirety with Appendix 1 attached hereto.

 

3. REPRESENTATIONS & WARRANTIES

 

3.1 Representations & Warranties of the Seller

 

  The Seller represents and warrants to the Purchaser that:

 

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

 

  (b) the execution, delivery and performance of this Amendment 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.

 

3.2 Representations & Warranties of the Purchaser

 

  The Purchaser represents and warrants to Seller that:

 

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

 

  (b) the execution, delivery and performance of this Amendment by the Purchaser is not 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.

 

4. GOVERNING LAW; DISPUTE RESOLUTION

This Amendment, 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 Amendment 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

 

Amendment Conditional Purchase Agreement

Xenella Holding AB

   2   


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 5 of the Agreement.

 

 

[Signature page to follow]

 

Amendment Conditional Purchase Agreement

Xenella Holding AB

   3   


This Amendment 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: February 8, 2016

      Date: February 8, 2016

Place: Stockholm

      Place: Brisbane, California, USA

 

Amendment Conditional Purchase Agreement

Xenella Holding AB

   4   


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.

  

                                 

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. Alternatively, if the contingency is not achieved, Danske Bank or any other bank of equal standing (the “ Bank ”) making 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, but then the Contingent Cash Component shall be reduced by 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. 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

 

Amendment Conditional Purchase Agreement

Xenella Holding AB

   5   

Exhibit 99.4

 

LOGO

NEWS RELEASE

CareDx Announces Revised Agreement to Purchase 78 Percent of the Outstanding Shares of Allenex AB and Plans to Launch Tender for Remaining Shares in First Quarter 2016

Combination Creates an International Transplantation Diagnostics Company with Expanded Distribution and Growth Potential

Brisbane, California — February 9, 2016—CareDx, Inc. (NASDAQ: CDNA), a molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic surveillance solutions for transplant patients, today announced a revision to the terms of its public offer to the shareholders of Allenex AB (NASDAQ OMX: ALNX).

Under the agreements entered into on December 16, 2015, the three principal Allenex shareholders, collectively owning 78% of the outstanding shares (the “Majority Shareholders”), agreed with CareDx to tender their shares for a combination of cash and CareDx common stock that valued Allenex at approximately $35 million. Under the original terms, $6 million of the cash consideration to the Majority Shareholders would be made contingent on Allenex achieving certain commercial and financial milestones in 2016. Under the revised terms, CareDx and the Majority Shareholders have agreed to defer the payment of these milestones until March 31 2017, if earned. In addition, the Majority Shareholders will be issued a total of 150,000 additional shares of CareDx common stock. This deferred milestone payment only applies to the Majority Shareholders.

CareDx is also revising the cash and common stock alternative offered to the remaining 22% of Allenex shareholders (the “Non-Majority Shareholders”) by increasing the common stock component by the same proportion from 0.01298 to 0.01458 CareDx share per Allenex share. If the offer is accepted in its entirety under the cash and common stock alternative, 1,753,806 shares of common stock will be issued by CareDx, which would represent 12.8% of the outstanding shares of CareDx. The Non-Majority Shareholders have also been offered an all cash alternative which remains unchanged from the original offer.

The public offer is made to all shareholders of Allenex. The Majority Shareholders have already agreed to tender their shares. The offer document is expected to be published in the first quarter of 2016.


The combination of CareDx and Allenex will create an international transplantation diagnostics company with product offerings along the pre-post-transplant continuum. The Olerup SSP line and AlloMap ® are foundational diagnostics that are well recognized by the transplant community. The combined company will have a presence and direct distribution channels in the US and Europe.

A link to the release can be found here:

http://news.cision.com/caredx—inc-/r/caredx-announces-revised-terms-in-its-recommended-offer-to-all-shareholders-in-allenex,c9910367

About CareDx

CareDx, Inc., based in Brisbane, California, is a molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic surveillance solutions for transplant patients. The company has commercialized AlloMap ® , a gene expression test that aids clinicians in identifying heart transplant patients with stable graft function who have a low probability of moderate/severe acute cellular rejection. CareDx is also developing additional products for transplant monitoring using a variety of technologies, including AlloSure™, its next-generation sequencing—based test to detect donor-derived cell-free DNA after transplantation. For more information, please visit: www.CareDx.com.

About Allenex AB

Allenex AB, headquartered in Stockholm, is a life sciences company that develops, manufactures, markets and sells high quality products that increase the chance of successful transplants by facilitating a better match between the donor and the recipient of stem cells and organs. Allenex AB currently markets two key products; Olerup SSP, a set of HLA typing used prior to hematopoietic stem cell/bone marrow transplantation and organ transplantation, and XM-ONE ® , the first standardized test used for crossmatching that identifies the presence of non-HLA antibodies strongly associated with rejection episodes and reduced kidney function after transplant.

Forward Looking Statements

This press release contains forward-looking statements including, but not limited to statements regarding the Company’s expectations regarding future potential, development and commercial activities. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward looking statements, including CareDx’s limited operating history and experience with developing new markets and that closing conditions may not be satisfied and the transaction may not be completed, as well as other risks stated in CareDx’s filings with the SEC located at www.sec.gov. CareDx disclaims any obligation to publicly update or revise any forward looking statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

Media Contact    Investor Contact
Molly Martell, CareDx, Inc.    Leigh J. Salvo, Westwicke Partners, LLC
T: +1 415-287-2397    T: +1 415-513-1281
E: mmartell@caredx.com    E: lsalvo@westwicke.com

Exhibit 99.5

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

PRESS RELEASE, February 9, 2016 (CET)

CareDx Announces Revised Terms in its Recommended Offer to All Shareholders in Allenex

CareDx, Inc. (NASDAQ: CDNA) (“CareDx”) announces that the common stock component of the Mixed Consideration Alternative in its recommended public offer to the shareholders of Allenex AB (publ) (“Allenex”) has been revised in accordance with amendments to the Deferred Consideration Alternative that Midroc Invest AB, FastPartner AB and Xenella Holding AB, controlling approximately 78 percent of the shares in Allenex (the “Majority Shareholders”), are offered, and have accepted, to tender their shares in Allenex in the Offer for. The All Cash Alternative remains unchanged. CareDx also announces changes to the financing of the Offer and adjusts the timetable of the Offer.

On December 16, 2015, CareDx announced an offer to the shareholders in Allenex in respect of all of the shareholders’ shares in Allenex (the “ Offer ”). The shareholders in Allenex, other than the Majority Shareholders, were offered two consideration alternatives, an all cash Offer consideration (the “ All Cash Alternative ”) and a consideration consisting of a mixture of cash and CareDx common shares (the “ Mixed Consideration Alternative ”). The Majority Shareholders were offered a consideration alternative, consisting of a mixture of initial cash, contingent deferred cash and CareDx common shares, which, if paid in full, was identical to the consideration offered in the Mixed Consideration Alternative (the “ Deferred Consideration Alternative ”).

After agreement among CareDx and the Majority Shareholders, the Deferred Consideration Alternative is now revised. While the total cash payment remains unchanged at SEK 1.731 per Allenex share, the common stock component is enhanced from 0.01298 to 0.01458 CareDx common shares per Allenex share as a result of agreed-upon adjustments of the terms of payment for the contingent deferred cash payments.

The Mixed Consideration Alternative that is available to all shareholders of Allenex, other than the Majority Shareholders, is revised accordingly, which increases the common stock component. Assuming that the contingencies for the deferred cash payments are met, the implied Offer value per Allenex share under the Mixed Consideration and Deferred Consideration Alternatives remains identical.

The All Cash Alternative that is available to all shareholders of Allenex, other than the Majority Shareholders, remains unchanged.

 

1


The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

The All Cash Alternative:

The All Cash Alternative remains unchanged and offers each shareholder in Allenex, other than the Majority Shareholders, SEK 2.50 per Allenex share, implying a total Offer value of SEK 300.7 million. 1

The Mixed Consideration Alternative:

As a consequence of the revised terms of the Deferred Consideration Alternative (see below), the Mixed Consideration Alternative offered to each shareholder in Allenex, other than the Majority Shareholders, has been amended as follows:

 

    the cash component remains unchanged at SEK 1.731 per Allenex share; and

 

    the common stock component is enhanced from 0.01298 CareDx common shares per Allenex share to 0.01458 CareDx common shares per Allenex share.

As of December 15, 2015, the revised Mixed Consideration Alternative values each Allenex share at approximately SEK 2.51 (compared to approximately SEK 2.42 as per previous terms), implying a total Offer value of approximately SEK 301.4 million (compared to approximately SEK 291.2 million as per previous terms). 2

As of February 8, 2016, the revised Mixed Consideration Alternative values each Allenex share at approximately SEK 2.28 (compared to approximately SEK 2.22 as per previous terms), implying a total Offer value of approximately SEK 273.9 million (compared to approximately SEK 266.7 million as per previous terms). 3

The Deferred Consideration Alternative:

The Majority Shareholders are offered, and have accepted, to tender their shares in Allenex in the Offer, for the following revised consideration:

 

    the initial cash payment remains unchanged at SEK 1.191 per Allenex share;

 

 

 

1   Based on 120,288,448 outstanding Allenex shares.
2   The implied offer values of approximately SEK 2.51 and SEK 2.42 per Allenex share are based on i) a SEK/USD exchange rate of 8.4990 as of December 15, 2015, ii) the closing price for CareDx common shares of USD 6.25 as of December 15, 2015 (the last trading day prior to announcement of the Offer), and iii) 120,288,448 outstanding Allenex shares.
3   The implied Offer values of approximately SEK 2.28 and SEK 2.22 per Allenex share are based on i) a SEK/USD exchange rate of 8.4547 as of February 8, 2016, ii) the closing price for CareDx common shares of USD 4.43 as of February 8, 2016 (the last trading day prior to announcement of this revised offer), and iii) 120,288,448 outstanding Allenex shares.

 

2


The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

 

    the contingent deferred cash payments of up to SEK 0.540 per Allenex share remain unchanged, but the terms for payment of the contingent deferred cash payments are changed; 4 and

 

    the common stock component has been enhanced from 0.01298 CareDx common shares per Allenex share to 0.01458 CareDx common shares per Allenex share.

As of December 15, 2015, the revised Deferred Consideration Alternative values each Allenex share at approximately SEK 2.51 (compared to SEK 2.42 as per the original offer), implying a total Offer value of SEK 301.4 million (compared to SEK 291.2 million as per the original offer). 5

As of February 8, 2016, the revised Deferred Consideration Alternative values each Allenex share at approximately SEK 2.28 (compared to approximately SEK 2.22 as per the original offer), implying a total Offer value of approximately SEK 273.9 million (compared to approximately SEK 266.7 million as per the original offer). 6

If Allenex pays dividends, or makes any other distributions to its shareholders, with a record date occurring prior to the settlement of the Offer, the Offer consideration will be reduced accordingly.

Only whole CareDx common shares will be delivered to Allenex shareholders who accept the Offer. Fractions of shares will be combined and sold on the NASDAQ Global Market on behalf of the Allenex 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 CareDx common share.

No commission will be charged in respect of the settlement of the Allenex shares tendered to CareDx under the Offer. 7

 

 

4   The Swedish Securities Council ( sw. Aktiemarknadsnämnden ) has in its ruling 2015:42 granted CareDx exemption from the rule set out in the provision II. 10 in the Takeover Rules, according to which the same compensation per share shall be offered to all shareholders of the same kind. Furthermore, the Swedish Securities Council also stated that it is not contrary to good stock market practice to exclude information in the offer documentation about the conditions of the contingent deferred cash payments as these are regarded as sensitive from a commercial perspective.
5   See footnote 2.
6   See footnote 3.
7   Should at some future date a dividend be paid on CareDx’ common stock, the CareDx shares issued as consideration under the Offer would carry equal rights with respect to such dividend as the CareDx shares already issued and entitled to dividends, provided that the record date for such dividend occurs after the settlement of the Offer.

 

3


The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

Financing of the Offer

The Offer is not subject to any financing conditions. CareDx will fund the All Cash Alternative, the cash portion of the Mixed Offer Consideration Alternative and the non-deferred cash portion of the Deferred Consideration Alternative by utilizing a combination of available cash and borrowed funds. CareDx has received a binding loan commitment from Oberland Capital SA Davos LLC (“ Oberland Capital ”) pursuant to which Oberland Capital has agreed to lend USD 18 million, of which up to USD 16 million will be used to repay certain outstanding debt that will be required to be refinanced in connection with the consummation of the Offer and the remaining amounts, together with existing cash reserves, will be used to fund the cash payable in the Offer. Drawdowns under the loan commitment are subject to the terms and conditions of the Offer and of the agreements with the Majority Shareholders being satisfied or waived (which waiver or amendment requires Oberland Capital’s consent) and to certain other customary conditions, such as CareDx not being insolvent. Besides these conditions, the loan commitment is not subject to any conditions that CareDx does not control. These other conditions include, in all material respects, that CareDx repays the debt that is required to be refinanced in connection with the consummation of the Offer, that CareDx grants to Oberland Capital a perfected security interest in substantially all of its assets, that CareDx’ and its subsidiaries’ aggregated indebtedness does not exceed certain agreed amounts, that CareDx has not breached or violated certain limited representations in respect of itself, and that CareDx has complied with its obligations under the loan commitment (including having paid all applicable fees, costs and expenses).

Dilution 8

The maximum number of shares to be issued in relation to the Offer, based on the Deferred Consideration Alternative (accepted by the Majority Shareholders) and assuming that all shareholders in Allenex, other than the Majority Shareholders, accept the Mixed Offer Consideration Alternative, corresponds to 1,753,806 new CareDx common shares. The new shares represent 14.7 percent of the CareDx common shares currently outstanding and 12.8 percent of the total number of CareDx common shares following consummation of the Offer.

The maximum number of shares to be issued in relation to the Offer, based on the Deferred Consideration Alternative (accepted by the Majority Shareholders) and assuming that all shareholders in Allenex, other than the Majority Shareholders, accept the All Cash Alternative, corresponds to 1,366,728 new CareDx common shares. The new shares represent 11.4 percent of the CareDx common shares currently outstanding and 10.3 percent of the total number of CareDx common shares following consummation of the Offer.

 

 

8   Based on 11,938,543 outstanding CareDx common shares.

 

4


The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

Offer value and premium

The All Cash Alternative values each Allenex share at SEK 2.50 and corresponds to a total offer value of approximately SEK 300.7 million. 9

The All Cash Alternative represents a premium of:

 

    approximately 24 percent compared to the closing share price of SEK 2.02 for the Allenex share on Nasdaq Stockholm on December 15, 2015, the last trading day prior to announcement of the Offer; and

 

    approximately 16 percent compared to the three month volume-weighted average share price of SEK 2.16 for the Allenex share on Nasdaq Stockholm, up to and including December 15, 2015, the last trading day prior to announcement of the Offer.

The Mixed Consideration Alternative, which also equals the Deferred Consideration Alternative, currently values each Allenex share at SEK 2.28 and corresponds to a total Offer value of SEK 273.9 million. 10

The Mixed Consideration Alternative (and the Deferred Consideration Alternative) represents a premium of:

 

    approximately 13 percent compared to the closing share price of SEK 2.02 for the Allenex share on Nasdaq Stockholm on December 15, 2015, the last trading day prior to announcement of the Offer; and

 

    approximately 5 percent compared to the three month volume-weighted average share price of SEK 2.16 for the Allenex share on Nasdaq Stockholm, up to and including December 15, 2015, the last trading day prior to announcement of the Offer.

Undertakings to accept the Offer

On December 15, 2015, CareDx signed an agreement with each of the Majority Shareholders Midroc Invest AB, FastPartner AB and Xenella Holding AB, controlling approximately 78 percent of the shares in Allenex, pursuant to which the Majority Shareholders agreed to sell their shares in connection with the Offer provided that the Offer is declared unconditional no later than on April 8, 2016.

 

 

9   Based on 120,288,448 outstanding Allenex shares.
10   The implied Offer value of approximately SEK 2.28 per Allenex share is based on i) a SEK/USD exchange rate of 8.4547 as of February 8, 2016, ii) the closing price for CareDx common shares of USD 4.43 as of February 8, 2016 (the last trading day prior to announcement of this revised offer), and iii) 120,288,448 outstanding Allenex shares.

 

5


The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

The aforementioned agreements were signed by the Majority Shareholders on December 16, 2015. The agreements have been amended resulting in this announcement revising the Mixed Consideration Alternative and the Deferred Consideration Alternative.

Revised indicative timetable

 

    February 29, 2016 : Estimated date for publication of the Offer document

 

    February 29, 2016 – March 18, 2016 : Estimated acceptance period

 

    29 March, 2016 : Estimated date of settlement

CareDx reserves the right to extend the acceptance period as well as to postpone the date of settlement. CareDx will announce any extension of the acceptance period and/or postponement of the date of settlement by a press release in accordance with applicable laws and regulations.

Further information about the Offer

Except for the revisions to the Offer considerations described above, all conditions for the Offer remain unchanged. According to the Offer, CareDx reserves the right to waive, in whole or in part, one or more of the conditions for the Offer. For further details of the Offer, including the conditions for completion of the Offer, please refer to CareDx’ press release dated December 16, 2015 and to the offer document that will be published before the start of the acceptance period of the Offer. The aforementioned press release and further information about the Offer are available at: www.caredx.com.

 

 

Brisbane, California, USA February 9, 2016 (CET)

CareDx, Inc.

The Board of Directors

CareDx discloses the information provided herein pursuant to the Takeover Rules. The

information was submitted for publication on February 9, 2016, 07:30 a.m. CET.

 

 

 

6


The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

Information about the Offer

Information about the Offer is made available at: www.caredx.com.

For further information, please contact:

Media (US):

CareDx – Molly Martell

+1 415 287 2397

mmartell@caredx.com

Investors (Europe):

ABG Sundal Collier – Sebastian Alexanderson

+46 856 628 679

sebastian.alexanderson@abgsc.se

Investors (US):

Westwicke – Leigh Salvo

+1 415 513 1281

leigh.salvo@westwicke.com

Important information

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document be prepared or registration effected or that any other measures be taken in addition to those required under Swedish and regulations. This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country, any such action will not be permitted or sanctioned by CareDx. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the U.S. Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

 

7


The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or to any Australian, Hong Kong, Japanese, Canadian, New Zealand or South African persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. CareDx will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

The acceptance period for the Offer for shares of Allenex described in this communication has not commenced.

In connection with the proposed combination of CareDx and Allenex, an offer document related to the Offer will be filed with and published by the SFSA. Shareholders of Allenex should read the above referenced documents and materials carefully when such documents and materials become available, as well as other documents filed with the SFSA, because they will contain important information about the transaction.

 

8


The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The issuance of shares in connection with the Offer have not been registered under the U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, provided by Rule 802 thereunder. The Company will furnish to the Securities and Exchange Commission a Form CB in respect of the offer and sale of such shares. The Offer will otherwise be made in accordance with the applicable regulatory requirements in Sweden.

Forward-looking information

Statements in this press release relating to future events, status and circumstances, including statements regarding future financial or operating performance, development, commercial activities, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates,” “expects,” “believes,” continue,” “intends,” “target,” “projects,” “contemplates,” “plans,” “seeks,” “estimates,” “could,” “should,” “feels,” “will,” “would,” “may,” “can,” “potential” or similar expressions or variations, or the negative of these terms. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to a variety of factors, many of which are outside the control of CareDx. These risks and uncertainties include the risk that the closing conditions are not satisfied, and that the transaction may not close; that Allenex’ and CareDx’ businesses will not be integrated successfully; that synergies will not be realized or realized to the extent anticipated; that the combined company will not realize its financing or operating strategies; that products launched by the combined company are not successfully commercialized or commercialization efforts are slower than anticipated; that the benefits of complementary product portfolios are not be realized; that litigation in respect of either company or the transaction could arise; that disruption caused by the combined company make it difficult to maintain certain strategic relationships; and that interest in current product offerings is not sustained and the combined company is unable to maintain current revenue levels. These risks and uncertainties also include those risks and uncertainties stated in CareDx’ filings with the U.S. Securities and Exchange Commission located at www.sec.gov and that will be discussed in the offer document to be filed with the SFSA at a future date by CareDx. CareDx cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. Any forward-looking statements contained in this press release speak only as of the date on which they were made and CareDx has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

 

9