NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement made by Nordic Semiconductor ASA ("NOD" or the "Company") earlier today regarding a contemplated private placement of new shares in the Company (the "Private Placement").
NOD is pleased to announce that the Private Placement has been successfully placed, allocating 7,000,000 new shares ("Offer Shares") at NOK 150 per Offer Share (the "Offer Price"), raising gross proceeds to the Company of NOK 1,050 million, equivalent to approx. USD 100 million.
The net proceeds from the Private Placement will be used to refinance the balance sheet through repayment of a USD 100 million bridge loan after the strategic acquisitions of Neuton.ai and Memfault. The refinancing will ensure that the Company maintains a solid cash position and high flexibility supporting the current strategy and financial targets.
ABG Sundal Collier ASA, Danske Bank A/S NUF, and DNB Carnegie, a part of DNB Bank ASA acted as joint bookrunners in the Private Placement (jointly, the "Managers").
Timeline and settlement
Notifications of allocation of Offer Shares are expected to be issued by the Managers on 5 September 2025.
The Offer Shares will be settled on a delivery versus payment ("DVP") basis facilitated through a pre-funding agreement entered into between the Managers and the Company, on or about 9 September 2025 and the Offer Shares will be tradable following registration of the share capital increase in the Norwegian Register of Business Enterprises (the “NRBE”) and the issuance of the Offer Shares in VPS, expected on or about 8 September 2025.
Following registration of the share capital increase pertaining to the issuance of Offer Shares, the Company's share capital will be NOK 1,997,816.00, divided into 199,781,600 shares, each with a par value of NOK 0.01.
Conditions for completion of the Private Placement
Completion of the Private Placement by delivery of Offer Shares to investors is subject to the share capital increase pertaining to the issuance of the Offer Shares being registered with the NRBE.
Equal treatment considerations
Completion of the Private Placement implies a deviation from the preemptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the issuance of the Offer Shares in the Private Placement, the Company's board of directors considered this deviation and also the equal treatment obligations under the Norwegian Securities Trading Act, and is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the Private Placement as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process, and a market-based Offer Price should therefore be achieved. In addition, the number of Offer Shares to be issued in connection with the contemplated Private Placement will imply a limited dilution of existing shareholders. On this basis and the expected limited discount and based on an assessment of the current equity markets, the Company's board of directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the structure of the Private Placement, the shareholders' preferential rights to subscribe for the New Shares will be deviated from. The Company's board of directors has resolved not to conduct a subsequent repair offering.
Advisors
ABG Sundal Collier ASA, Danske Bank A/S NUF, and DNB Carnegie, a part of DNB Bank ASA are acting as Joint Bookrunners in the Private Placement.
Advokatfirmaet CLP DA is acting as a legal advisor for the Company in connection with the Private Placement.
For further information, please contact:
Ståle “Steel” Ytterdal, SVP IR - Nordic Semiconductor ASA
Phone: +47 930 37 430
About Nordic Semiconductor ASA
Nordic Semiconductor has been a pioneer in ultra-low power wireless solutions, from proprietary technologies for PC accessories to today’s Bluetooth low energy and multiprotocol products and long-range cellular IoT solutions. Nordic Semiconductor is the clear market leader in the ultra-low power wireless segment, serving a growing market in consumer electronics, wearables, building and retail, healthcare and an increasing number of other verticals and applications. Nordic Semiconductor (NOD) is a public company listed on the Oslo stock exchange in Norway. For more information, go to www.nordicsemi.com
This information was considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange announcement was published by Pål Elstad, CFO, Nordic Semiconductor ASA, on the time and date provided.
DISCLAIMER AND IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will only be conducted with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein, including the Private Placement.
In connection with the Private Placement, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any investor materials to the shares being issued, offered, applied for, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.