S&C Advises Biotech Company Cellink on Convertible Bond Offering on Frankfurt Stock Exchange and Issue of New Class B Shares

March 15, 2021

On 12 March, Cellink AB offered by way of an accelerated book building process SEK 1.5 billion (Swedish Krona-denominated) 2.875% senior unsecured convertible bonds due 2026 convertible into Class B shares of Cellink and a directed issue of SEK 1.5 billion of new Class B shares.

The convertible bonds were offered to institutional investors in accordance with Regulation S under the U.S. Securities Act of 1933 outside the United States and will be listed on the Open Market segment of the Frankfurt Stock Exchange. The Class B shares were offered to qualified investors outside the United States in accordance with Regulation S and within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act. There was a simultaneous delta placement of approximately 1.04 million existing Class B shares on behalf of certain subscribers of the bonds who wished to sell these in short sales to hedge market risk.

Founded in 2016, Cellink is a leading bioconvergence company that provides technologies, products and services to create, understand and master biology. With a focus on the application areas of bioprinting, multiomics, cell line development, and diagnostics, the company develops and markets innovative technologies that enable researchers in the life sciences to culture cells in 3D, perform high-throughput drug screening and print human tissues and organs for the medical, pharmaceutical, and cosmetic industries. Cellink is listed on the Nasdaq Stockholm.
The S&C London-based team consisted of Vanessa Blackmore and Kirsten Rodger who advised on English law matters; John Horsfield-Bradbury advised on U.S. law matters; and Andrew Thomson advised on U.K. tax matters.
Citigroup Global Markets Limited and J.P. Morgan AG acted as joint global coordinators and joint bookrunners on the convertible bond offering, alongside Carnegie as joint bookrunner. Carnegie, Citigroup Global Markets Limited and J.P. Morgan AG acted as Joint Bookrunners on the Class B Share issue.