Navamedic ASA expands its offer to include warrants of series TO 1 issued by Sensidose Aktiebolag at a price of SEK 0.38 in cash per warrant of series TO 1

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 not resident in Sweden who wish to accept the Offer, the Revised Offer and the Warrant 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

25 April 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 at a price of SEK 6.27 in cash per share (the "Offer"). An offer document was made public on the same day, on 29 March 2023. On 22 April 2023, Navamedic announced an increase of the consideration in the Offer to SEK 8 in cash per share, completed the Offer and declared the Offer unconditional (the "Revised Offer"). Navamedic has resolved to expand its Revised Offer to include warrants of series TO 1 in Sensidose (the "Warrants"), and thereby offers the holders of the Warrants SEK 0.38 in cash per Warrant in Sensidose (the "Warrant Offer" and the "Warrant Holders", respectively). The Warrants are listed on Spotlight Stock Market. Furthermore, Navamedic has resolved to extend the acceptance period up to and including 15 May 2023.

The Warrant Offer

Navamedic has resolved to expand the Revised Offer to also include the Warrants, and thereby offers the Warrant Holders to tender all their Warrants to Navamedic at a price of SEK 0.38 in cash per Warrant. The total value of the Warrant Offer, based on all 2,265,000 outstanding Warrants in Sensidose, amounts to approximately SEK 860.7 thousand.

Navamedic has resolved to extend the acceptance period for the Revised Offer up to and including 15 May 2023. Settlement for Warrants tendered in the Warrant Offer during the extended acceptance period is expected to commence on or around 22 May 2023.

No commission will be charged in respect of the settlement of the shares and Warrants issued by Sensidose and tendered by Navamedic under the Revised Offer or the Warrant Offer.

The price[2] per Warrant in the Warrant Offer represents a negative premium of approximately 24 per cent compared to the closing share price of SEK 0.50 on 25 April 2023 (the last day of trading prior to the announcement of the Warrant Offer), and a premium of approximately 32.2 per cent compared to the volume-weighted average trading price of SEK 0.2875 on 25 April 2023.

Navamedic's holdings of Warrants

Outside of the Warrant Offer, Navamedic has acquired a total of 205,580 Warrants, corresponding to approximately 9.1 per cent of the Warrants. Navamedic has not acquired any Warrants at a price exceeding SEK 0.38 in cash per Warrant.

Information about the Warrants

Sensidose has issued a total of 2,265,000 Warrants which entitle the Warrant Holders to subscribe for 2,265,000 new shares in Sensidose. Each Warrant entitles the Warrant Holder to subscribe for one (1) new share in Sensidose. The Warrants entitle the Warrant Holders to subscribe for shares during the period 1 June 2023 up to and including 15 June 2023, at a subscription price of SEK 9.00 per share. The Warrants are listed on the Spotlight Stock Market (ticker code: "SENSI TO 1").

By reason of the value of the Warrants calculated using both a see-through valuation and by applying accepted valuation principles (the Black & Scholes formula) can be said to have a negligible value, the consideration for the Warrants is deemed to be reasonable.

Extension of the acceptance period

Navamedic has resolved to extend the acceptance period up to and including 15 May 2023 at 15:00 p.m. (CEST) to give shareholders and Warrant Holders time to consider and accept the Revised Offer and the Warrant Offer.

Settlement for shares tendered in the Revised Offer will not be affected and is expected to commence on or around 15 May 2023. Settlement for Warrants tendered in the Warrant Offer is expected to commence on or around 22 May 2023.

Navamedic reserves the right to further extend the acceptance period. Notice of any such extension will be announced by Navamedic by means of a press release in accordance with applicable rules and regulations.

During the extended acceptance period, Navamedic reserves the right to acquire, or take measures to acquire, shares and Warrants in Sensidose in other ways than through the Revised Offer or the Warrant Offer. Information of any such acquisitions of shares or Warrants, or measures to acquire shares or Warrants, will be announced in accordance with applicable rules and regulations.

Supplement to the offer document

An offer document relating to the Offer was published on 29 March 2023. A supplement to the offer document was published on 24 April 2023. A supplement, reflecting the contents of this press release, will be published on or around 28 April 2023, and will be made available on Navamedic's website (www.navamedic.com/investors/stock-exchange-news/offer-for-sensidose/) and on Carnegie Investment Bank AB's website (www.carnegie.se).

Information about the Revised Offer and the Warrant Offer

Information about the Offer, the Revised Offer and the Warrant 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, the Revised Offer or the Warrant Offer, please contact your bank or the nominee registered as holder of your shares.

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). The information was submitted for publication on 25 April 2023 at 22.10 p.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, the Revised Offer and the Warrant 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, the Revised Offer and the Warrant 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, the Revised Offer and the Warrant 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 with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or USA. Banks, brokers, dealers and other nominees holding shares 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, the Revised Offer and the Warrant 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, the Revised Offer and the Warrant 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, the Revised Offer and the Warrant Offer.