Navamedic announces the final outcome in the offer to the shareholders and holders of warrants of series TO 1 in Sensidose Aktiebolag

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or USA, or in any other jurisdiction where such offer pursuant to legislation, restrictions and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders and Warrant Holders (as defined below) not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders and Warrant Holders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document, and any supplements thereto, which has been published on Navamedic's website (https://navamedic.com/investors/stock-exchange-news/offer-for-sensidose/).

 

Press release

26 May 2023

On 29 March 2023, Navamedic ASA[1] ("Navamedic") announced a public offer to the shareholders of Sensidose Aktiebolag ("Sensidose") to tender all shares in Sensidose to Navamedic (the "Offer"). The Offer has since been extended to also comprise holders of warrants of series TO 1 in Sensidose (the "Warrants") (the "Warrant Holders"). On 22 April 2023, Navamedic declared the Offer unconditional and announced that the Offer would be completed. The extended acceptance period ended on 25 May 2023.

 

The Offer is now closed. The shares tendered in the Offer during the extended acceptance period amount to in total 4,660,816 shares in Sensidose, corresponding to approximately 38.97 per cent of the shares and votes in Sensidose. The Warrants tendered in the Offer during the extended acceptance period amount to in total 1,560,445 Warrants, corresponding to approximately 68.89 per cent of the total number of outstanding Warrants in Sensidose. The total amount of shares tendered in the Offer at the end of the extended acceptance period on 25 May 2023 amounts to in total 4,715,283 shares, corresponding to approximately 39.43 per cent of the shares and votes in Sensidose, and the total amount of Warrants tendered in the Offer during the same period amounts to in total 1,560,445 Warrants, corresponding to approximately 68.89 per cent of the total number of outstanding Warrants in Sensidose.

In addition, Navamedic has acquired an additional 6,804,005 shares, corresponding to approximately 56.90 per cent of the shares and votes in Sensidose, and 549,699 Warrants, corresponding to approximately 24.27 per cent of the total number of outstanding Warrants in Sensidose, outside of the Offer. Accordingly, Navamedic's holdings amount to in aggregate 11,519,288 shares and 2,110,144 Warrants in Sensidose, corresponding to approximately 96.33 per cent of the shares and votes in Sensidose, and approximately 93.16 per cent of the total amount of outstanding Warrants in Sensidose, respectively.

Settlement for the shares and Warrants tendered in the Offer during the extended acceptance period ended on 25 May 2023 is expected to commence on or around 1 June 2023.

Navamedic intends to initiate compulsory acquisition of the remaining shares and Warrants in Sensidose in accordance with the Swedish Companies Act (2005:551), as well as promote delisting of Sensidose's shares and Warrants from Spotlight Stock Market.

Navamedic does not hold any financial instruments other than shares and Warrants in Sensidose that give financial exposure to Sensidose's shares and has not acquired any such financial instruments outside of the Offer.

Information about the Offer

Information about the Offer is available at www.navamedic.com/investors/stock-exchange-news/offer-for-sensidose/

For additional information, please contact:

Lars Hjarrand, CFO of Navamedic

Mobile: +47 (0)917 62 842

E-mail: [email protected]

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares and/or Warrants.

The information in this press release was submitted for publication by Navamedic in accordance with the Takeover rules for certain trading platforms. This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The information was submitted for publication on 26 May 2023 at 08.00 a.m. (CEST).

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

 

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or USA, or in any other jurisdiction where such offer pursuant to laws, restrictions or regulations in such relevant jurisdiction would be prohibited pursuant to applicable law, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or USA, or in any other jurisdiction where such offer pursuant to laws, restrictions or regulations in such relevant jurisdiction would be prohibited pursuant to applicable law, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or USA, or in any other jurisdiction where such offer pursuant to laws, restrictions or regulations in such relevant jurisdiction would be prohibited pursuant to applicable law. Accordingly, this press release or any other documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or USA, or in any other jurisdiction where such offer pursuant to laws, restrictions or regulations in such relevant jurisdiction would be prohibited pursuant to applicable law.

 

This press release is not being, and must not be, sent to shareholders or Warrant Holders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or USA. Banks, brokers, dealers and other nominees holding shares or Warrants for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or USA, must not forward this press release or any other document received in connection with the Offer, to such persons.

 

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risks and uncertainty since they relate to events and depend on circumstances that occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Navamedic and Sensidose. Any such forward-looking statements speak only as of the date on which they are made and Navamedic has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. However, the reader is advised to take part of any additional statements that Navamedic or Sensidose have made or may make in the future.

 

Carnegie AS is not responsible to anyone other than Navamedic for advice in connection with the Offer.