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Sivers Semiconductors intends to carry out a directed share issue

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Sivers Semiconductors (Nasdaq Stockholm: SIVE) has announced plans to conduct a directed share issue of approximately SEK 90 million to institutional and qualified investors through an accelerated book-building procedure. The company aims to allocate the proceeds with 60% for R&D and go-to-market acceleration, 20% for strategic investments, and 20% for capital structure optimization.

Board members and management, including CEO Vickram Vathulya, have expressed interest in participating. The subscription price will be determined through a bookbuilding procedure starting immediately and expected to complete by 09:00 CEST on September 19, 2025. The company has implemented lock-up periods of 180 days for the company and 90 days for key executives and board members.

Sivers Semiconductors (Nasdaq Stockholm: SIVE) ha annunciato piani per effettuare un aumento di capitale mirato di circa 90 milioni di SEK a favore di investitori istituzionali e qualificati mediante una procedura accelerata di book-building. L'azienda intende destinare i proventi con 60% a Ricerca e Sviluppo (R&S) e all'accelerazione go-to-market, 20% per investimenti strategici e 20% per l'ottimizzazione della struttura del capitale.

I membri del consiglio e la direzione, incluso l'amministratore delegato Vickram Vathulya, hanno espresso interesse a partecipare. Il prezzo di sottoscrizione verrà determinato attraverso una procedura di book-building che inizia immediatamente e si prevede possa essere completato entro le 09:00 CEST del 19 settembre 2025. La società ha implementato periodi di lock-up di 180 giorni per la società e 90 giorni per i dirigenti chiave e i membri del consiglio.

Sivers Semiconductors (Nasdaq Stockholm: SIVE) ha anunciado planes para realizar una emisión de acciones dirigida de aproximadamente SEK 90 millones a inversores institucionales y cualificados mediante un procedimiento acelerado de book-building. La empresa pretende asignar los ingresos con 60% para I+D y aceleración go-to-market, 20% para inversiones estratégicas y 20% para la optimización de la estructura de capital.

Los miembros del consejo y la dirección, incluido el CEO Vickram Vathulya, han expresado interés en participar. El precio de suscripción se determinará a través de un procedimiento de bookbuilding que comienza de inmediato y se espera que se complete antes de las 09:00 CEST del 19 de septiembre de 2025. La empresa ha implementado periodos de bloqueo de 180 días para la empresa y 90 días para ejecutivos clave y miembros del consejo.

Sivers Semiconductors (나스닥 스톡홀름: SIVE)는 기관 투자자 및 자격 있는 투자자들을 대상으로 약 9000만 SEK 규모의 지분공모가속형 북빌딩 절차를 통해 실시할 계획이라고 발표했습니다. 회사는 조달 자금을 연구개발(R&D) 및 시장 진입 가속에 60%, 전략적 투자에 20%, 자본 구조 최적화에 20% 배정하는 것을 목표로 합니다.

이사회 구성원 및 경영진(CEO Vickram Vathulya 포함)은 참여 의사를 밝혔습니다. 신청가액은 즉시 시작되는 북빌딩 절차를 통해 결정되며 2025년 9월 19일 09:00 CEST까지 완료될 예정입니다. 회사는 회사 자체의 180일 락업핵심 임원 및 이사들의 90일 락업를 시행했습니다.

Sivers Semiconductors (Nasdaq Stockholm: SIVE) a annoncé son intention d’effectuer une émission d’actions dirigée d’environ 90 millions SEK à destination d’investisseurs institutionnels et qualifiés par le biais d’une procédure accélérée de book-building. L’entreprise vise à affecter les fonds levés à 60% pour la R&D et l’accélération go-to-market, 20% pour des investissements stratégiques et 20% pour l’optimisation de la structure du capital.

Les membres du conseil et la direction, y compris le président-directeur général Vickram Vathulya, ont exprimé leur intérêt à participer. Le prix de souscription sera déterminé par une procédure de book-building qui commence immédiatement et devrait être achevé d’ici 09:00 CEST le 19 septembre 2025. La société a mis en place des périodes de lock-up de 180 jours pour la société et de 90 jours pour les cadres clés et les membres du conseil.

Sivers Semiconductors (Nasdaq Stockholm: SIVE) hat Pläne angekündigt, eine gerichtete Aktienemission von ca. SEK 90 Millionen zugunsten institutioneller und qualifizierter Investoren durch ein beschleunigtes Bookbuilding-Verfahren durchzuführen. Das Unternehmen beabsichtigt, die Mittel mit 60% für F&E und Markteinführung, 20% für strategische Investitionen und 20% für die Optimierung der Kapitalstruktur zu verwenden.

Vorstandsmitglieder und Geschäftsführung, einschließlich CEO Vickram Vathulya, haben ihr Interesse an einer Teilnahme bekundet. Der Bezugs-/Ausgabepreis wird durch eine Bookbuilding-Verfahren festgelegt, das sofort beginnt und voraussichtlich bis 09:00 CEST am 19. September 2025 abgeschlossen sein wird. Das Unternehmen hat Lock-up-Fristen von 180 Tagen für das Unternehmen und 90 Tagen für Schlüsselmanager und Vorstandsmitglieder implementiert.

سيفرز سيمنتكس (Sivers Semiconductors) (ناسداك ستوكهولم: SIVE) أعلنت عن خطط لإجراء إصدار أسهم موجه بقيمة تقارب 90 مليون كورونا سويدية SEK للمستثمرين المؤسسيين والمؤهلين من خلال إجراء بناء دفتر طلبات معجل. تعتزم الشركة تخصيص العوائد بنسبة 60% للبحث والتطوير وتسريع الدخول إلى السوق، و20% للاستثمارات الاستراتيجية، و20% لتحسين هيكل رأس المال.

أبدى أعضاء المجلس والإدارة، Including الرئيس التنفيذي فيكرام فاثوليا، اهتمامهم بالمشاركة. سيتم تحديد سعر الاشتراك من خلال إجراء بناء دفتر الطلبات الذي يبدأ فوراً، ومن المتوقع أن يكتمل بحلول 09:00 CEST في 19 سبتمبر 2025. قامت الشركة بتشغيل فترات قفل مدتها 180 يوماً للشركة و90 يوماً لكبار التنفيذيين وأعضاء المجلس.

Sivers Semiconductors(纳斯达克斯德哥尔摩:SIVE)宣布计划通过一项 定向增发约9000万瑞典克朗,面向机构和合格投资者,采用 加速簿记程序。公司计划将募集资金按以下比例分配:60%用于研发与市场进入加速20%用于战略投资20%用于优化资本结构

包括首席执行官Vickram Vathulya在内的董事会成员及管理层表示有参与意愿。认购价格将通过 立即启动的簿记程序确定,预计将在 2025年9月19日08:00(CEST时间)前完成。公司已设定对公司本身有效的 180天锁定期,以及对关键高管和董事会成员的 90天锁定期

Positive
  • Management and Board members showing confidence by participating in the share issue
  • Proceeds will strengthen R&D capabilities and market presence
  • Strategic focus on high-growth markets like SATCOM and AI datacenters
  • Lock-up commitments from company and key executives demonstrate long-term commitment
Negative
  • Dilution of existing shareholders' stakes due to deviation from preferential rights
  • Additional share issuance may pressure stock price in the short term
  • Indicates possible cash flow constraints requiring external funding

Insights

Sivers' SEK 90M share issue aims to fund growth initiatives but will dilute existing shareholders.

Sivers Semiconductors is seeking to raise approximately SEK 90 million through a directed share issue to institutional investors, with company insiders expressing interest in participating. This capital raise represents a strategic financial decision with several implications for existing shareholders and the company's trajectory.

The capital allocation strategy reveals management's priorities: 60% for R&D and go-to-market acceleration, 20% for strategic investments in product capabilities and talent, and 20% for balance sheet strengthening. This weighted allocation demonstrates a clear focus on product development and commercialization rather than acquisitions or debt reduction.

The company's decision to pursue a directed share issue rather than a rights offering (which would give existing shareholders first opportunity) has important governance implications. Management justifies this approach by citing three factors: the opportunity to diversify the shareholder base, faster implementation, and lower costs compared to a rights issue. While these justifications have merit, the directed issue will inevitably dilute existing shareholders who cannot participate.

The lock-up agreements — 180 days for the company and 90 days for insiders — should provide some temporary price stability following the offering. However, the accelerated bookbuilding approach (determining price based on institutional investor demand) and the participation of board members and executives including the CEO creates a complex governance dynamic.

Investors should note that this capital raise signals both opportunity and challenge: it provides growth capital but also indicates the company lacks sufficient internal cash flow to fund its strategic initiatives without dilution. The market's reaction to the final pricing will be a key indicator of investor confidence in Sivers' growth story.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, BELARUS, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER ACTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SIVERS SEMICONDUCTOR AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

NEW YORK, Sept. 18, 2025 /PRNewswire/ -- Sivers Semiconductors AB (publ) ("Sivers Semiconductors" or the "Company") (Nasdaq Stockholm: SIVE) hereby announces its intention to carry out a directed issue of ordinary shares, corresponding to approximately SEK 90 million, to Swedish and international institutional, and other qualified, investors, through an accelerated book-building procedure (the "Directed Share Issue"). Members of the Board of Directors and the Management of the Company, including CEO Vickram Vathulya, have indicated their interest in participating in the Directed Share Issue. Sivers Semiconductors has appointed Pareto Securities AB to act as Sole Manager and Bookrunner (the "Manager") in connection with the Directed Share Issue.

Background and rationale for the Directed Share Issue

Sivers Semiconductors has recently strengthened its focus and position as a leading supplier of advanced wireless and laser solutions, with a focus on high-growth markets such as SATCOM and AI datacenters. The Company has demonstrated solid execution momentum through strategic partnerships, expanding product offerings, and a growing customer engagement pipeline across key markets.

To capitalize on these opportunities, further reinforce its competitive position and drive topline growth, the Company intends to carry out the Directed Share Issue. The purpose of the Directed Share Issue is to provide the financial resources necessary to accelerate R&D initiatives, support go-to-market investments, enable strategic investments, and optimize the Company's capital structure to ensure long-term financial resilience.

The proceeds from the Directed Share Issue are intended to be used as follows:

  1. Approximately 60 percent - R&D and GTM acceleration: Accelerate new product releases and pipeline commercialization through expanded R&D and go-to-market investments.
  2. Approximately 20 percent - Strategic investments: Invest in product capabilities and talent base to strengthen competitiveness and customer value.
  3. Approximately 20 percent - Capital structure optimization: Strengthen balance sheet to support long-term growth and enhance financial flexibility.

The Directed Share Issue

The Directed Share Issue is intended to be carried out with deviation from the shareholders' preferential rights, based on the authorization granted by the Annual General Meeting held on 28 May 2025. Sivers Semiconductors has appointed Pareto Securities AB as Manager to explore the conditions for carrying out the Directed Share Issue. The Directed Share Issue will in total comprise shares corresponding to approximately SEK 90 million. Members of the Board of Directors and the Management of the Company, including CEO Vickram Vathulya, have indicated their interest in participating in the Directed Share Issue.

The subscription price in the Directed Share Issue will be determined through an accelerated bookbuilding procedure to be carried out by the Manager and will commence immediately after the publication of this press release. The bookbuilding procedure is expected to be completed before the market opens on Nasdaq Stockholm at 09.00 CEST on 19 September 2025. The total number of shares to be issued, and the allocation in the Directed Share Issue will be determined by Sivers Semiconductors in consultation with the Manager. The Company will announce the outcome of the Directed Share Issue through a press release once the bookbuilding procedure has been completed. The bookbuilding procedure may, at the discretion of the Company or the Manager, be shortened, extended, or cancelled at any time, and the Company may therefore choose to fully or partially refrain from carrying out the Directed Share Issue.

Deviation from the shareholders' pre-emptive rights

In respect of the proposed share issue, the Board of Directors of the Company has made an overall assessment and carefully considered the possibility of raising capital through a share issue with preferential rights for the Company's shareholders. The Board of Directors considers that the reasons for deviating from the shareholders' preferential rights are (i) to diversify and strengthen the Company's shareholder base with institutional investors in order to enhance the liquidity of the Company's shares, (ii) that a rights issue would take significantly longer to implement and entail a higher risk of a negative effect on the share price, especially in light of the current volatile and challenging market conditions, and (iii) that the implementation of a directed share issue can be done at a lower cost and with less complexity than a rights issue. Considering the above, the Board of Directors has made the assessment that a directed new issue of ordinary shares with deviation from the shareholders' preferential rights is the most favourable alternative for the Company to carry out the capital raising.

As the subscription price in the Directed Share Issue will be determined through a book building procedure, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.

Lock-up undertakings

Subject to the completion of the Directed Share Issue, the Company has agreed to a lock-up undertaking, with certain exceptions, on future share issuances for a period of 180 calendar days after the closing of the Directed Share Issue. In addition, the shareholding members of the Board of Directors Bami Bastani, Tomas Duffy, Karin Raj, Todd Thomson and Keith Desmond Halsey as well as the Chief Executive Officer of the Company, Vickram Vathulya, and Chief Financial Officer, Heine Thorsgaard, have agreed not to sell any shares in the Company for a period of 90 days after the closing of the Directed Share Issue, subject to customary exceptions.

Advisers

Pareto Securities AB is acting as Manager and Bookrunner and Setterwalls Advokatbyrå AB is acting as legal adviser to the Company in connection with the Directed Share Issue.

For more information, please contact:

Heine Thorsgaard
CFO, Sivers Semiconductors
Phone: +46 (0)8 703 68 00
Email: ir@sivers-semiconductors.com

This information is such insider information that Sivers Semiconductors AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 18 September 2025 at 17:31 CEST.

About Sivers Semiconductors

Sivers Semiconductors is a critical enabler of a greener data economy with energy efficient photonics & wireless solutions. Our differentiated high precision laser and RF beamformer technologies help our customers in key markets such as AI datacenters, SATCOM, Defense and Telecom solve essential performance challenges while enabling a much greener footprint.

For additional information, please visit us at: www.sivers-semiconductors.com (SIVE.ST)

Important information

This announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Hong Kong, Japan, Canada, New Zealand, Russia, Belarus, Singapore, South Africa, South Korea or any other jurisdiction in which publication, release or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Russia, Belarus, Singapore, South Africa, South Korea or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. 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 Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Directed Share Issue is being made in the United States, Sweden or elsewhere.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Pareto Securities AB, or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this announcement and the offering of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by the Company, Pareto Securities AB or any of their respective affiliates that would, or which is intended to, permit an offering of the securities in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to the securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Pareto Securities AB to inform themselves about, and to observe, such restrictions.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Directed Share Issue. Any investment decision to buy shares in the Directed Share Issue must be made solely on the basis of publicly available information, which has not been independently verified by Pareto Securities AB.

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor's option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law or the Nordic Main Market Rulebook for Issuers, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

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SOURCE Sivers Semiconductors

FAQ

How much is Sivers Semiconductors (SIVE) planning to raise in the directed share issue?

Sivers Semiconductors plans to raise approximately SEK 90 million through a directed share issue to institutional and qualified investors.

How will Sivers Semiconductors use the proceeds from the share issue?

The proceeds will be allocated as follows: 60% for R&D and go-to-market acceleration, 20% for strategic investments, and 20% for capital structure optimization.

When will the bookbuilding process for SIVE's share issue be completed?

The bookbuilding process is expected to complete before market opens at 09:00 CEST on September 19, 2025.

What are the lock-up periods for Sivers Semiconductors' share issue?

The company has agreed to a 180-day lock-up period, while Board members and key executives, including CEO Vickram Vathulya, have agreed to a 90-day lock-up period.

Why did Sivers Semiconductors choose a directed share issue instead of a rights issue?

The company chose a directed share issue to diversify its shareholder base, implement the raising faster, and avoid potential negative effects on share price in current volatile market conditions, while reducing costs and complexity compared to a rights issue.
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