Medivir rights offering to raise approximately SEK 325 million

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“offer to the public of shares or rights”

Medivir (STO:MVIRB):

• Shareholders in Medivir have preferential rights to subscribe for one new class B share for every four shares held, regardless of share class

• The subscription price is SEK 62 per share, which represents total rights offering proceeds of approximately SEK 325 million

• The subscription price corresponds to a "discount" of approximately 42 percent to the theoretical ex-rights price of SEK 106.20 based on the closing price of Medivir's class B share on 26 April 2010

• The subscription period runs from and including 6 May 2010, up to and including 28 May 2010

• The rights offering is fully covered by subscription undertakings, declarations of intent and underwriting undertakings by a combination of major shareholders in Medivir and a guarantee consortium

• The rights offering is subject to approval by the Annual General Meeting, which will be held on 29 April 2010

The Board of Directors has resolved on the terms for the rights offering, that the Board of Directors on 28 March 2010 resolved, subject to approval by the Annual General Meeting. For every share held in Medivir, regardless of share class, the holder is entitled to one subscription right. Four subscription rights entitle the holder to subscribe for one new class B share. The subscription price is SEK 62 per share which implies that the rights offering will raise a maximum of approximately SEK 325 million for Medivir, before transaction costs, through the issue of no more than 5,243,878 new shares and the share capital may be increased by not more than SEK 26,219,390.

The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the rights offering is 4 May 2010. The subscription period will run from and including 6 May 2010, up to and including 28 May 2010, or such later date as decided by the Board of Directors. Rights not subscribed by such date will be void and have no value. Subscription rights will be tradable on NASDAQ OMX Stockholm from and including 6 May 2010 up to and including 25 May 2010.

Indicative timetable for the rights offering

29 April 2010 Annual General Meeting of shareholders to decide on the rights offering resolved by the Board of Directors

30 April 2010 First day of trading in Medivir shares, excluding preferential rights to participate in the rights offering

30 April 2010 Estimated date of publication of the prospectus

4 May 2010 Record date for participation in the rights offering, i.e. shareholders registered in the share register of Medivir as of this date will receive subscription rights for participation in the rights offering

6 May-25 May 2010 Trading in subscription rights

6 May-28 May 2010 Subscription period

3 June 2010 Announcement of preliminary outcome

Background and reasons
Medivir recently conducted a comprehensive review of its research and project portfolio, which led to a decision to focus future projects on the Company's core competency of infectious diseases. The intention is to continue to concentrate on drugs that target the enzymes protease and polymerase, but with a clearer prioritization on infectious diseases in the currently mixed portfolio. The proposed rights offering is expected to enable Medivir to create value for shareholders by developing its projects further under its own management, to strengthen the commercial organization, to invest in additional research projects targeting infectious diseases and to create operational and financial flexibility

Commitments and underwriting
A number of shareholders, including among others the founders of Medivir, Staffan Rasjö, Länsförsäkringar, DNB NOR Asset Management, Carlsson Fonder, the Third National Swedish Pension Fund, Carnegie Funds and Alecta, representing approximately in aggregate 62.7 percent of the votes in Medivir (approximately 52.1 percent of the capital), have stated that they are supportive of the rights offering, and have undertaken or, expressed their intention to, vote in favor of the rights offering at the Annual General Meeting.

Alecta, Carnegie Global Healthcare Fund, Carnegie Fund - Medical Sub-Fund, Carnegie Fund II - Biotechnology Sub-Fund and the Third National Swedish Pension Fund, among others, have undertaken to subscribe for their respective pro rata share in the rights offering, corresponding to approximately 16.8 percent of the rights offering.

In addition to the undertakings mentioned above, Länsförsäkringar, DNB NOR Asset Management and Carlsson Fonder, among others, representing approximately in aggregate 18.8 percent of the total number of shares in the Company have stated that they are supportive of the rights offering and intend to subscribe for their respective pro rata share.

The Third Swedish National Pension Fund has undertaken to underwrite an amount corresponding to approximately 7.0 percent of the rights offering.

This brings the total amount of the rights offering covered by subscription undertakings, declarations of intent and underwriting undertakings by existing shareholders to approximately 42.0 percent. In addition, Volati Ltd has committed to underwrite an amount corresponding to approximately 14.9 percent of the rights offering.

The remaining portion of the rights offering is, subject to customary terms and conditions, underwritten by Carnegie and Jefferies, the Joint Bookrunners in the rights offering.

Source:

Medivir

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