Navamedic increases the consideration to SEK 0.60 in cash per warrant of series TO 1 in its unconditional offer to the warrant holders 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 not resident in Sweden who wish to accept the Offer, the Revised Offer, the Warrant Offer and the Revised 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

26 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"). On 22 April 2023, Navamedic announced an increase of the consideration to SEK 8 in cash per share, completed the Offer and declared the Offer unconditional (the "Revised Offer"). On 25 April 2023, it was announced that Navamedic has resolved to expand its Revised Offer to include warrants of series TO 1 in Sensidose (the "Warrants") and thereby offer the holders of the Warrants SEK 0.38 in cash per Warrant (the "Warrant Holders" and the "Warrant Offer", respectively). It is hereby announced that Navamedic has resolved to increase the consideration in the Warrant Offer to the Warrant Holders from SEK 0.38 to SEK 0.60 in cash per Warrant (the "Revised Warrant Offer"). Warrant Holders who have already tendered their Warrants at SEK 0.38 in cash per Warrant in Sensidose in the Warrant Offer will automatically benefit from the increased consideration of SEK 0.60 in cash per Warrant, without any further action.

 

The Revised Warrant Offer

Navamedic has resolved to increase the consideration in the Warrant Offer from SEK 0.38 to SEK 0.60 in cash per Warrant. This means that the total value of the Revised Warrant Offer after the increase of the consideration, based on all 2,031,638[2] outstanding Warrants in Sensidose not held by Navamedic, amounts to approximately SEK 1.22 million.

The price[3] per Warrant in the Revised Warrant Offer represents a premium of approximately 20 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 Revised Warrant Offer), and a premium of approximately 109 per cent compared to the volume-weighted average trading price of SEK 0.2875 on 25 April 2023.

Warrant Holders who have already tendered their Warrants at SEK 0.38 in cash per Warrant will automatically benefit from the increased consideration of SEK 0.60 in cash per Warrant in the Revised Warrant Offer, without any further action.

The total value of the Revised Warrant Offer, based on all 2,265,000 outstanding Warrants, amounts to approximately SEK 1.36 million.

Timing for expected commencement of settlement will not be affected for anyone who has accepted the Revised Offer, the Warrant Offer or the Revised Warrant Offer.

Navamedic's holdings of Warrants

Outside of the Revised Warrant Offer, Navamedic has acquired a total of 233,362 Warrants, corresponding to approximately 10.3 per cent of the outstanding Warrants. Navamedic has not acquired any Warrants at a price exceeding SEK 0.60 in cash per Warrant.

Prior to the announcement of the Offer on 29 March 2023, neither Navamedic nor any closely related companies or closely related parties owned or otherwise controlled any shares in Sensidose or other financial instruments that give financial exposure to Sensidose's shares.

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

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 Offer

Information about the Offer, the Revised Offer, the Warrant Offer and the Revised Warrant Offer is made 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, the Warrant Offer and the Revised Warrant 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). The information was submitted for publication on 26 April 2023 at 12.20 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, the Warrant Offer and the Revised 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, the Warrant Offer and the Revised 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, the Warrant Offer and the Revised 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 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, the Warrant Offer and the Revised 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, the Warrant Offer and the Revised Warrant Offer.