Terveystalo has acquired 72% of Swedish  Feelgood Svenska AB (publ) and made a recommended mandatory public offer for all remaining shares

Terveystalo Plc Inside Information 8 June 2021 at 08:00 EEST

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IT IS NOT AN OFFER TO BUY OR SOLICITATION OF OFFERS TO BUY ANY SECURITIES. INFORMATION REGARDING THE OFFER TO THE SHAREHOLDERS OF FEELGOOD SVENSKA AB (PUBL) AS ANNOUNCED IN A SEPARATE PRESS RELEASE IS AVAILABLE ONLY TO SHAREHOLDERS IN CERTAIN PERMITTED JURISDICTIONS. THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES.

Terveystalo announces that its wholly owned subsidiary Terveystalo Healthcare Oy (“Terveystalo Healthcare”) has entered into share transfer agreements to acquire 76,681,134 shares in Feelgood Svenska AB (publ) (“Feelgood”), corresponding to 72.14% of all shares and votes in Feelgood, thereby passing the mandatory offer threshold. Terveystalo Healthcare has announced a recommended mandatory cash offer to the remaining shareholders of Feelgood to tender all their shares in Feelgood to Terveystalo Healthcare for a consideration of SEK 5.70 (approximately EUR 0.566) in cash per share (the “Offer”). The total value of the Offer based on all 106,290,371 shares in Feelgood amounts to approximately SEK 606 million (approximately EUR 60.16 million). Feelgood is listed on Nasdaq Stockholm. The acquisition is Terveystalo’s first step in expanding its presence and services to the Swedish market. The deal brings together two industry leading platforms that complement each other in terms of people, service offering and geographical network and provides significant potential for value creation. The terms and conditions of and more detailed information about the Offer (which is directed only to shareholders in permitted jurisdictions) have been announced today in a separate press release which is available at www.terveystalo-erbjudande.se.

Summary of the Offer

• Terveystalo Healthcare owns shares corresponding to 72.14 percent of all shares and votes in Feelgood. In addition, Terveystalo Healthcare has obtained irrevocable and unconditional undertakings to accept the Offer in respect of 6.09 percent of all shares and votes in Feelgood, which together with the shares owned by Terveystalo Healthcare thus corresponds to 78.23 percent of all shares and votes in Feelgood.
• Pursuant to the Offer, the shareholders of Feelgood are offered SEK 5.70 (approximately EUR 0.566) in cash per share in Feelgood. Terveystalo Healthcare will neither increase the Offer consideration nor purchase any shares in Feelgood at a consideration exceeding the Offer consideration during the Offer or following the completion of the Offer, provided, however, that this statement shall not apply if a competing offer is announced. The total value of the Offer based on all 106,290,371 shares in Feelgood amounts to approximately SEK 606 million (approximately EUR 60.16  million).
• The Offer consideration represents a premium of:
  • 43 percent compared to the closing price of SEK 3.98 (approximately EUR 0.395) of Feelgood’s share on Nasdaq Stockholm on 7 June 2021, being the last day of trading before the announcement of the Offer;
  • 55 percent compared to the volume-weighted average trading price of SEK 3.67 (approximately EUR 0.364) for Feelgood’s share on Nasdaq Stockholm during the last 30 trading days before the announcement of the Offer; and
  • 82 percent compared to the volume-weighted average trading price of SEK 3.13 (approximately EUR 0.311) for Feelgood’s share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.
• Feelgood’s independent bid committee has confirmed to Terveystalo Healthcare that it has unanimously decided to recommend that Feelgood’s shareholders accept the Offer. The recommendation is supported by a fairness opinion from Alvarez & Marsal according to which the Offer is fair to Feelgood’s shareholders from a financial point of view.
• The completion of the Offer is not subject to any conditions.
• An offer document regarding the Offer is expected to be published on or about 10 June 2021. The acceptance period for the Offer is expected to commence on or about 11 June 2021 and end on or about 12 July 2021. Expected settlement date is 19 July 2021.  
• The Offer is subject to Swedish law and Nasdaq Stockholm’s Takeover Rules.

“Finland is an international pioneer in occupational health and Terveystalo a clear market leader in the field. Thanks to our scale, we have been able to invest in occupational health processes, services and digital tools. A combination with Feelgood, a leading Swedish occupational healthcare company, is a perfect first step for us in scaling our capabilities beyond Finland's borders. With the combination, the number of employees covered by our occupational health services will more than double to over 1.5 million. In the future, we can offer this customer base new and more diverse health and well-being services by leveraging our advanced digital tools, broader geographical network, as well as our combined occupational health expertise. Together with Feelgood, we have the opportunity to create significant added value for our customers, employees and owners. We warmly welcome the Feelgood team to Terveystalo and look forward to our cooperation to promote future growth”, commented Ville Iho, President and CEO of Terveystalo.

Overview of Feelgood's healthcare operations

Feelgood is one of Sweden’s leading healthcare companies. Feelgood employs approximately 700 employees who serve customers both digitally and physically on 120 locations in Sweden. Feelgood offers services within occupational healthcare, organization and leadership, substance abuse in the workplace, as well as private healthcare and well-being through the digital service, Feelgood Plus. Feelgood serves approximately 8,300 corporate customers, who in turn have a combined total of approximately 825,000 employees. In 2020, Feelgood’s net revenue amounted to SEK 724.1 million (approximately EUR 71.89 million). Feelgood is since 2000 listed on Nasdaq Stockholm, Small Cap.

“I see Terveystalo’s decision to acquire us as proof that we have done a good job. With Terveystalo as the new owner, Feelgood becomes an even stronger company, both financially as well as in terms of resources and expertise. I believe we can increase the pace of our planned development and grow faster in both current operations and adjacent services, and, in the long run, broaden our service offering ", commented Joachim Morath, CEO of Feelgood.

“The independent bid committee considers that the offer from Terveystalo Healthcare is reasonable and unanimously recommends that Feelgood shareholders accept the offer, which is also supported by a so-called fairness opinion from Alvarez & Marsal Nordics AB”, says Göran Hägglund, Chairman of Feelgood's Board of Directors and Chairman of Feelgood’s Independent Bid Committee.

Strategic rationale for the acquisition

• Terveystalo is the market leader in occupational health in Finland. Terveystalo has world-class expertise in occupational health processes and digital tools after investing in them for many years. Terveystalo has strong preconditions to utilize this expertise in other markets as well and to generate significant added value for different stakeholders.
• The Nordic countries is a natural geographical area to expand to for Terveystalo. The combination with Feelgood, one of Sweden's leading occupational healthcare companies, opens the door to Terveystalo to the growing Swedish healthcare market and is an important step in Terveystalo's expansion and growth outside Finland. The goal is to grow in occupational health in the Swedish market both organically and through additional acquisitions.
• With the combination, the number of employees covered by Terveystalo's occupational health services will more than double to over 1.5 million. For this larger customer base, Terveystalo can offer a wider range of health and well-being services by utilizing a more comprehensive geographical network and advanced digital tools and processes.
• The total healthcare market in Sweden is estimated to around SEK 300 billion (approximately EUR 29.78 billion), of which approximately 20% is estimated to be privately operated. Historically, the Swedish healthcare market has grown faster than the Finnish market and in the Swedish market the role of private provision in the publicly paid market is larger than in Finland, which creates good opportunities for growth. In addition, the Swedish occupational healthcare market structure differs from Finland, and there appears to be room to develop the practices, as well as improve tools and services offered to companies.
• Terveystalo adds value to Feelgood’s customers with its industry leading capabilities in occupational health, AI- based digital tools and intelligent service platform, while Feelgood complements Terveystalo’s service offering, brings strong knowhow and tools on preventive care and adds scale to its operations. Terveystalo’s know-how in managing omni-channel care chains i.e. combining physical and digital channels in an optimal way can be leveraged to further improve the customer experience and operational efficiency.   
• From the shareholders' point of view, the combination will create new growth opportunities and the possibilities to scale Terveystalo's digital capabilities also outside Finland. Cost synergies are estimated to be generated from e.g. delisting, procurement, use of best practices and harmonizing operations and are estimated to be approximately SEK 12.2 million (approximately EUR 1.21 million). In addition, there is further value creation potential from strategic and top-line synergies in longer term.  
• Through the development of digital services, Feelgood's customers will benefit from better access to a range of high-quality healthcare and well-being services. For employees and private practitioners, the combined group can provide interesting career paths and development opportunities by sharing best practices and creating new ways of working. Terveystalo is the most desired employer for physicians and students in the field in Finland and Feelgood is a popular employer in the field in Sweden.

• In the longer term, in addition to the good growth opportunities in the market for occupational health in Sweden Terveystalo sees also potential to expand in occupational health services to other neighboring markets and to expand the range of services in the Swedish market towards more integrated care chains. To this end, Terveystalo can offer Feelgood an interesting growth plan, utilizing Feelgood's well-established position in the market. Terveystalo believes that Feelgood and its management share Terveystalo's vision for the development of the new company and for longer-term growth opportunities.

Consideration and financing

The proposed acquisition of Feelgood is valued at SEK 606 million for 100% of the shares (approximately EUR 60.16 million). Feelgood’s reported net debt in Q1 2021 was SEK 120.2 million, including IFRS 16 (approximately EUR 11.93 million). In 2019 (pre-Covid), reported EBITDA was SEK 85.5 million (approximately EUR 8.49 million) and EBIT SEK 37.4 million (approximately EUR 3.71 million).

The completion of the Offer is not subject to any financing condition or any other conditions. The Offer is fully financed by a combination of cash funds available within the Terveystalo group and debt financing provided by OP Corporate Bank Plc on terms that are customary to financing of public offers on the Swedish market. The funds required for the financing of the Offer are available to Terveystalo Healthcare under a funding commitment provided by companies within the Terveystalo group.

Financial and Legal Advisors

Ernst & Young AB Corporate Finance is financial advisor and Hannes Snellman Attorneys Ltd is legal advisor to Terveystalo Healthcare and Terveystalo in connection with the Offer.

Live webcast and conference call

Terveystalo will hold a live webcast and conference call today 8 June 2021 at 11:00 EEST.

To join the webcast, click on the following link: https://terveystalo.videosync.fi/terveystalo-8-6-2021

To ask questions, please join the telephone conference 5–10 minutes prior to the start time using your local number

Finland: +358 981 710 310,

Sweden: +46 856 642 651,

UK: +44 33 3300 0804,

US: +1 631 913 1422.

If you are calling from another location, please use any of the numbers above.

The Participant Passcode is: 26433473#

More information about the offer

Information regarding the Offer can be found on Terveystalo Healthcare’s website for the Offer: www.terveystalo-erbjudande.se

The website is available in Swedish and English.

About Terveystalo Plc

Terveystalo is Finland's largest health service company, with the aim of empowering lifelong health and well-being and building a healthier society. The Group provides comprehensive well-being, primary care and specialist care services to corporate and private customers, as well as the public sector. Terveystalo's digital appointment services are available 24/7, regardless of time and place. In addition, the company offers health and well-being services in more than 300 locations throughout Finland.

In 2020, Terveystalo had 1.2 million individual customers. Some 6.9 million customer visits were made, of which more than a quarter took place in remote channels. Terveystalo employs more than 13,000 health and well-being professionals, including private practitioners.

About Terveystalo Healthcare Oy

Terveystalo Healthcare Oy is a Finnish limited liability company with business identity code 1706599-4, and domiciled in Helsinki, that is indirectly wholly owned by Terveystalo. Terveystalo Healthcare is the Terveystalo group’s acquisition and holding company for business acquisitions carried out by the group.

About Feelgood Svenska AB (publ)

Feelgood is one of Sweden’s leading healthcare companies. Feelgood employs approximately 700 employees who serve customers both digitally and physically on 120 locations within Sweden. Feelgood offers services within occupational healthcare (including exercise and physiotherapy), organization and leadership, substance abuse in the workplace as well as private healthcare and wellness through the digital service, Feelgood Plus. Feelgood serves approximately 8,300 corporate customers, who in turn have a combined total of approximately 825,000 employees. During the financial year 2020, Feelgood’s net revenue amounted to SEK 724.1 million (approximately EUR 71.89 million). Feelgood was founded in 1995 and is since 2000 listed on Nasdaq Stockholm, Small Cap. Further information about Feelgood is available at: www.feelgood.se

For further information, please contact:

Kati Kaksonen, Vice President, Communications

Tel. +358 10 345 2034

[email protected]

Liisa-Maija Seppänen, IR Manager

Tel +358 50 314 4455

[email protected]

Distribution:

Nasdaq Helsinki Oy

Main media

www.terveystalo.com

Important information

This announcement is for information only and it is not an offer to buy or solicitation of offers to buy any securities. Information regarding the offer to the shareholders of Feelgood Svenska AB (publ) as announced in a separate press release is available only to shareholders in certain permitted jurisdictions. This announcement may not be distributed in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States.

Statements in this announcement 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 risk and uncertainty because they relate to events and depend on circumstances that will 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 Terveystalo. Any such forward-looking statements speak only as of the date on which they are made and Terveystalo 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.