Sivers Semiconductors intends to carry out a directed share issue

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, BELARUS, SINGAPORE, SOUTH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: [email protected]

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.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/sivers-semiconductors/r/sivers-semiconductors-intends-to-carry-out-a-directed-share-issue,c4236819

View original content:https://www.prnewswire.com/news-releases/sivers-semiconductors-intends-to-carry-out-a-directed-share-issue-302560759.html

SOURCE Sivers Semiconductors