Acconeer

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Summary

• The Board of Directors in Acconeer announces its intention to resolve on a Rights Issue amounting to approximately SEK 150 million before deductions for transaction costs. An EGM, which is planned to take place on 1 March 2024, is proposed to authorize the Board of Directors to resolve on the Rights Issue.
• The Rights Issue is fully covered by a combination of subscription undertakings and guarantee commitments. Provided that the EGM resolves to change the limits of the number of shares and share capital in the Articles of Association and grants the Board of Directors authorization to resolve on the Rights Issue and the Board of Directors resolves on the Rights Issue:
  • existing shareholders Alps Alpine Co., Ltd., the Ingvarsson Family (through Sifonen AB and privately), Chairman of the Board Thomas Rex, and CEO Lars Lindell have undertaken to subscribe for shares, corresponding to their respective pro rata shares, in the Rights Issue and committed to vote in favor of all proposals at the EGM. Total subscription undertakings from these amount to approximately SEK 20 million, equivalent to approximately 13 per cent of the Rights Issue;
  • external guarantors have provided guarantee commitments subject to customary conditions which, in aggregate, amount to approximately SEK 130 million, equivalent to approximately 87 per cent of the Rights Issue; and
  • BGA Invest AB, Acconeer’s largest shareholder, has committed to vote in favor of all proposals at the EGM.
• In connection with the Rights Issue, Acconeer’s Board of Directors has resolved on financial targets. These are:
  • Net sales of more than SEK 300 million in 2027;
  • EBIT break-even during 2025; and
  • Long-term EBIT margin of at least 25 per cent.
• In connection with the Rights Issue, Acconeer has decided to communicate preliminary financial information for FY 2023. For FY 2023, net sales amounted preliminarily to approximately SEK 35 (47) million, gross profit amounted preliminarily to approximately SEK 25 (31) million, and EBIT amounted preliminarily to approximately SEK -47 (-47) million. At the end of FY 2023, cash and cash equivalents amounted preliminarily to approximately SEK 38 (90) million.
• The subscription period in the Rights issue is expected to take place from and including 14 March 2024, up to and including 28 March 2024.
• The Rights Issue, including full terms, inter alia, subscription price, number of new shares issued and increase of the share capital, is expected to be resolved by the Board of Directors around 5 March 2024. The subscription price in the Rights Issue will be priced at a customary discount to the theoretical ex-rights price (“TERP”).
• In connection with the Rights Issue, the Company has updated its financial calendar.

Background and reasons

Acconeer’s radar sensor combines the best aspects of radar technologies through its low power consumption of pulsed radar systems and the high precision of coherent radar. This opens new opportunities for many applications with a diverse range of use cases – all in a component measuring five by five by 0.8 millimeters. Acconeer launched its first product in 2018 and has since sold more than 1.75 million radar sensors. The Company is currently in the process of expanding its product portfolio, collaborating with its strategic partner Alps Alpine to develop the next generation of pulsed coherent radar sensors, called A2.

Acconeer’s market is expected to continue growing rapidly, driven by major industry trends related to digitalization, such as 5G, artificial intelligence, and the Internet of Things. Currently, sensors based on ultrasound, infrared light, or camera technology are predominantly used. Acconeer doesn't need to create a new market but can replace existing solutions, each of which has its weaknesses.

Acconeer’s assessment is that its radar is the first radar with the size, power consumption, precision and price to enable the use of radar in e.g., consumer electronics. The applications for a radar sensor with these characteristics are numerous also in other areas such as smart cities, Internet of Things, industry, agriculture and automotive.

Intensive development of new applications is ongoing in all these areas, requiring more advanced sensors for gesture control, presence detection, level measurement and material recognition. In 2021, Acconeer signed a development agreement with Alps Alpine to develop the next generation of pulsed coherent radar sensors. This type of sensor will, among other things, be able to measure the angle of an object, enabling a wide range of use cases.

Acconeer is now prepared for the next phase of its development, consisting of a forward-leaning strategy to accelerate commercializing its first-generation product and advancing its technology for next-generation radar sensors. With this intensified development and commercialization strategy, the company aims to take significant steps towards realizing the potential of its technology in radar sensors.

To support Acconeer’s aforementioned strategy of commercializing its first-generation product and advancing its technology for the next generation, the company has decided to carry out the Rights Issue.

Assuming that the extraordinary general meeting authorizes the board to resolve on, and the board subsequently decides to carry out, the Rights Issue, Acconeer will receive a total of approximately SEK 150 million before transaction costs. The company has, through written agreements, obtained subscription and guarantee commitments equivalent to the entire Rights Issue.

Use of proceeds

The net proceeds from the Rights Issue are expected to be sufficient to fund the Company's business plan until the Company achieves positive cash flow, which is anticipated to occur during 2026. Without the Rights Issue, the Company is expected to be able to finance its business plan with existing cash until the middle of May 2024. The net proceeds are intended to be used for the following purposes:

• repayment of debt to Buntel AB and Exelity AB (approximately SEK 30 million) and to the Swedish Tax Agency[1] (approximately SEK 15 million) both of which are nominal amounts, to which accrued interest will be added;
• R&D, in particular the completion of A2, Acconeer’s next generation radar sensor; and
• general corporate purposes, aimed at, but not limited to, accelerating sales.

Extraordinary General Meeting

An EGM is proposed to resolve on changes of the limits of the number of shares and share capital in the Articles of Association and to authorize the Board of Directors to resolve on the Rights Issue. The EGM is planned to be held on 1 March 2024 and the notice will be published through a separate press release.

Subscription undertakings, guarantee commitments and voting commitments

Provided that the EGM approves the proposed changes of the limits of the number of shares and share capital in the Articles of Association and grant the Board of Directors an authorization to resolve on the Rights Issue and the Board of Directors resolves on the Rights Issue, existing shareholders Alps Alpine Co., Ltd., the Ingvarsson Family (through Sifonen AB and privately), Chairman of the Board Thomas Rex, and CEO Lars Lindell have undertaken to subscribe for shares, corresponding to their respective pro rata shares, in the Rights Issue and committed to vote in favor of all proposals at the EGM. Total subscription undertakings from these amount to approximately SEK 20 million, equivalent to approximately 13 per cent of the Rights Issue. BGA Invest AB, Acconeer’s largest shareholder, has committed to vote in favor of all proposals at the EGM.

In addition to the aforementioned subscription commitments, external guarantors have provided guarantee commitments subject to customary conditions which, in aggregate, amount to approximately SEK 130 million, equivalent to approximately 87 per cent of the Rights Issue.

Thus, the Rights Issue is fully covered by subscription undertakings and guarantee commitments.

For the guarantee commitments, a guarantee commission of 10 per cent of the guaranteed amount shall be paid as a cash remuneration. No remuneration shall be paid for the subscription undertakings or declarations of intention to subscribe for shares. Neither of these commitments are secured by bank guarantee, blocked funds, pledges or similar arrangements.

Further information regarding the parties who have entered subscription undertakings and guarantee commitments will be available in the prospectus published before the start of the subscription period.

Lock-up undertakings

Prior to the Rights Issue, all board members and key executives in the Company have entered into lock-up undertakings, including commitments not to dispose of financial instruments in the Company, with certain exceptions. The lock-up undertakings expire 180 days after the announcement of the outcome of the Rights Issue.

Furthermore, the Company has undertaken in relation to Carnegie Investment Bank AB, with customary exceptions, not to issue additional shares or other share-related instruments for a period of 180 days after the announcement of the outcome of the Rights Issue.

Financial targets

In conjunction with the Rights Issue, Acconeer’s Board of Directors has resolved on financial targets. These are:

• Net sales of more than SEK 300 million in 2027;
• EBIT break-even during 2025; and
• Long-term EBIT margin of at least 25 per cent.

Preliminary financial information for FY 2023

In conjunction with the Rights Issue, Acconeer has chosen to communicate preliminary financial information for FY 2023. For FY 2023, net sales amounted preliminarily to approximately SEK 35 (47) million, gross profit amounted preliminarily to approximately SEK 25 (31) million, and EBIT amounted preliminarily to approximately SEK -47 (-47) million. At the end of FY 2023, cash and cash equivalents amounted preliminarily to approximately SEK 38 (90) million.

Updated financial calendar

Due to the Rights Issue, the Company has updated its financial calendar. The 2023 annual report will be available on 5 March 2024, and the 2024 Q1 report will be available on 14 May 2024.

Prospectus

The prospectus and subscription form will be made available before the subscription period commence on Acconeer’s website, www.acconeer.com, as well as on Carnegie Investment Bank AB's (publ) website, www.carnegie.se.

Indicative timetable

Advisers

In conjunction with the Rights Issue, the Company has engaged Carnegie Investment Bank AB (publ) as Sole Global Coordinator and Bookrunner, and Advokatfirman Schjødt as legal advisor.

For further information, please contact

Lars Lindell, CEO Acconeer AB
Phone: +46 72-583 84 28
Email: ir@acconeer.com

About Acconeer

With ground-breaking technology, Acconeer has developed a radar sensor that opens a new world of interaction. Acconeer Micro Radar Sensor, with low power consumption, high precision, small size and high robustness, is a 60GHz robust and cost-effective sensor for detection, distance measurement, motion detection and camera-supported applications with low power consumption. Acconeer combines the advantage of low power consumption with highly accurate pulsed radar systems of coherent radar, all integrated into a component with a surface area of only 28 mm2. The radar sensor can be included in a range of mobile consumer products, from smartphones to wearables, but also in areas such as robots, drones, the Internet of Things, healthcare, automotive, industrial robots and security and monitoring systems. Acconeer is a semiconductor company and, as a business model, sells hardware to manufacturers of consumer electronics products.

Visit www.acconeer.com for more information.

Visit our investor web for more financial information: www.acconeer.com/investor_page/home/

Acconeer is listed on Nasdaq First North Growth Market. Redeye is Certified Adviser.

Important information:

This announcement is not and does not form a part of any offer for selling, or a request to submit an offer to buy or acquire, shares or other securities of the Company.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be exercised, offered, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the requirements of the Securities Act and in compliance with any applicable securities legislation in any state or other jurisdiction of the United States. The Company do not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Forward-looking statements

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”, “expect”, “anticipate”, “deems”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. This applies in particular to statements relating to future results, financial position, cash flow, plans and expectations of the Company's operations and management, future growth and profitability, general economic and regulatory environment and other factors affecting the Company, many of which are based on further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or applicable law (including but not limited to accounting principles, accounting methods and tax policies), which may or may not be of importance to the Company results or its ability to operate. 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.

Potential investors should therefore not attach undue confidence to the forward-looking information herein, and potential investors are urged to read the parts of the prospectus that include a more detailed description of factors that may affect the Company's operations and the market in which the Company operates.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and could be subject to change without notice.

[1] Related to temporary payment delay (Sv. ”betalningsanstånd”).