Terveystalo Healthcare owns 97.42 percent of Feelgood and closes the offer to the shareholders of Feelgood

THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT PUBLISHED ON TERVEYSTALO HEALTHCARE’S WEBSITE FOR THE OFFER (WWW.TERVEYSTALO-ERBJUDANDE.SE).

Press release, 27 July 2021

On 8 June 2021, Terveystalo Healthcare Oy[1] (“Terveystalo Healthcare”), a company indirectly wholly owned by Terveystalo Plc[2] (“Terveystalo”), announced a recommended mandatory cash offer to the shareholders of Feelgood Svenska AB (publ) (“Feelgood”), to tender all their shares in Feelgood to Terveystalo Healthcare for a consideration of SEK 5.70 in cash per share (the “Offer”).

After the end of the initial acceptance period on 12 July 2021, Terveystalo Healthcare announced that Terveystalo Healthcare owned in aggregate 102,295,402 shares, corresponding to 96.24 percent of the shares and votes in Feelgood, that the Offer is being completed, that the acceptance period was extended until and including 26 July 2021 and that Terveystalo Healthcare had initiated compulsory redemption of the remaining shares in Feelgood.

At the end of the acceptance period on 26 July 2021, the Offer had been accepted by shareholders representing in aggregate 18,986,352 shares, corresponding to 17.86 percent of the shares and votes in Feelgood. Settlement of the shares tendered in the Offer during the extension of the acceptance period will commence on 2 August 2021.

In connection with the announcement of the Offer on 8 June 2021, Terveystalo Healthcare acquired 76,681,134 shares, corresponding to 72.14 percent of the shares and votes in Feelgood, from certain large shareholders of Feelgood. In addition, Terveystalo Healthcare has thereafter acquired in aggregate 7,877,907 shares, corresponding to 7.41 percent of the shares and votes in Feelgood, outside the Offer. Accordingly, together with the shares tendered in the Offer, as of 26 July 2021 Terveystalo Healthcare owns in aggregate 103,545,393 shares, corresponding to 97.42 percent of the shares and votes in Feelgood. None of the shares acquired by Terveystalo Healthcare outside the Offer have been acquired at a price which is higher than the consideration in the Offer.

As previously announced, the acceptance period of the Offer will not be further extended. Accordingly, the Offer is now closed.

Contacts and information about the Offer

Kati Kaksonen, Vice President, Communications
+358 10 345 2034
[email protected]

Liisa-Maija Seppänen, IR Manager
+358 50 314 4455
[email protected]

 

Information about the Offer is made available at Terveystalo Healthcare’s website for the Offer: www.terveystalo-erbjudande.se

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

 

Important information

Terveystalo Healthcare discloses the information provided herein pursuant to the Swedish Takeover Act and the Nasdaq Stockholm’s Takeover Rules. The information was submitted for announcement at 15:00 (CEST) on 27 July 2021.

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, South Africa, Switzerland or the United States or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by 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, South Africa, Switzerland or the United States, 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, South Africa, Switzerland or the United States. Accordingly, this press release or any 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, South Africa, Switzerland or the United States.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States must not forward this press release or any other document received in connection with the Offer to such persons. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).

The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

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 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 Healthcare. Any such forward-looking statements speak only as of the date on which they are made and Terveystalo Healthcare 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.