This announcement is not an offer, neither directly or indirectly, in Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, 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 not resident in Sweden who wish to accept the Revised Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders are referred to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published in connection with the beginning of the acceptance period for the Revised Offer.

The 20th of April 2023 EQL Pharma AB ("EQL Pharma" or the "Bidder") announced a  recommended public offer to the shareholders of Sensidose Aktiebolag ("Sensidose" or the "Company") to tender all their shares in Sensidose to EQL Pharma at a price of SEK 7.60 in cash per share (the "Offer").  Due to the revised offer from Navamedic ASA, EQL Pharma has decided to increase the consideration to 8.40 per share (the "Revised Offer"). Furthermore, EQL Pharma has decided to make the offer unconditioned.

Summary of the Revised Revised Offer

  • The shareholders of Sensidose are offered SEK 8.40 in cash per share in Sensidose. The total value of the Revised Offer, and thereby the value of Sensidose, based on the 11,958,651 outstanding shares in Sensidose, amounts to approximately SEK 100 million.
  • The Revised Offer exceeds the offer of SEK 8 per share published by Navamedic ASA on 22 April 2023 by SEK 0.40 per share.
  • The price per share in the Revised Offer represents a premium of:
  • 5 percent compared to the share price SEK 8 offered by Navamedic ASA on 22 April 2023;
  • 117 percent compared to the volume-weighted average trading price of SEK 3.86 during the last 30 trading days prior to the bid offered by Navamedic ASA[1]; and
  • 132 percent compared to the volume-weighted average trading price of SEK 3.62 during the last 90 trading days prior to the bid offered by Navamedic ASA[2].
  • An offer document regarding the Revised Offer will be made public during the day and available on EQL Pharma's website (www.eqlpharma.com/en/investors), ABG Sundal Collier AB's ("ABG") website (www.abgsc.com) and on Nordic Issuing AB's ("Nordic Issuing") website (www.nordic-issuing.se). The acceptance period for the Revised Offer will, as communicated regarding the Offer, commence on 25 April 2023 and expire on 16 May 2023.

The Revised Offer

Consideration

The shareholders of Sensidose are offered SEK 8.40 in cash per share in Sensidose.

If Sensidose, prior to the settlement of the Revised Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Revised Offer will be adjusted accordingly. The foregoing will also apply to such dividends or other value transfers which occur after settlement with regard to any shares not yet acquired by EQL Pharma in time for EQL Pharma to be the recipient of such distributions.

No commission will be charged in respect of the settlement of the Sensidose shares tendered to EQL Pharma under the Revised Offer.

Warrants in Sensidose

Certain employees hold warrants in Sensidose issued within three incentive programs, series 2019/2023, series 2021/2025 and series 2022/2026. Such financial instruments are excluded from the Revised Offer. However, EQL Pharma will procure that the owners of such warrants in Sensidose will receive reasonable treatment.

In addition to the above, Sensidose has issued 2,265,000 warrants of series TO 1, entitling to subscription of a total of 2,265,000 new shares in Sensidose 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 of series TO 1 are listed on the Spotlight Stock Market (ticker code: "SENSI TO 1"). Taking into account the aggregate value of the outstanding warrants of series TO 1, which is deemed to be negligible in light of both a see-through valuation and a valuation taking into account a time value (according to the Black & Scholes formula), such financial instruments are excluded from the Revised Offer in accordance with the Takeover rules for certain trading platforms (the "Takeover Rules").

Premium

The price per share in the Revised Offer represents a premium of:

  • 5 percent compared to the share price SEK 8 offered by Navamedic ASA on 22 April 2023;
  • 117 percent compared to the volume-weighted average trading price of SEK 3.86 during the last 30 trading days prior to the bid offered by Navamedic ASA[3]; and
  • 132 percent compared to the volume-weighted average trading price of SEK 3.62 during the last 90 trading days prior to the bid offered by Navamedic ASA[4].

Total value of the Revised Offer

The total value of the Revised Offer, and thereby the value of Sensidose, based on all 11,958,651 outstanding shares in Sensidose, amounts to approximately SEK 100 million.

Acceptance period

The acceptance period in the Revised Offer commences on 25 April 2023 and ends on 16 May 2023. Settlement is expected to be initiated on or about 24 May 2023.

Preliminary timetable

  • Publication of the offer document 24 April 2023
  • Acceptance period 25 April 2023 - 16 May 2023
  • Commencement of settlement 24 May 2023

EQL Pharma reserves the right to extend the acceptance period, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by EQL Pharma by means of press release in accordance with applicable rules and regulations.

The offer document regarding the Revised Offer will be made public during the day and available on EQL Pharma's website (www.eqlpharma.com/en/investors), ABG's website (www.abgsc.com) and on Nordic Issuing's website (www.nordic-issuing.se). The acceptance period will commence on 25 April 2023 and expire on 16 May 2023. The acceptance form relating to the Revised Offer will be available on EQL Pharma's and Nordic Issuing's respective websites.

Additional document to the offer document

Due to the fact that an offer document has not yet been published in connection with the Offer, a supplementary document will not be drawn up. In connection with this PM, EQL Pharma has published an offer Document based on the Revised Offer.

Compulsory redemption proceedings and delisting

If EQL Pharma, in connection with the Revised Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Sensidose, EQL Pharma intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Sensidose and to promote delisting of Sensidose's shares from Spotlight Stock Market.

Applicable law and disputes

The Revised Offer, as well as any agreements entered into between EQL Pharma and the shareholders in Sensidose as a result of the Revised Offer, shall be governed and construed in accordance with Swedish law. Any dispute regarding the Revised Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Malmö District Court (Sw. Malmös tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's statements and rulings regarding the interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Revised Offer.

Advisors

ABG Sundal Collier AB is financial advisor to EQL Pharma in connection with the Revised Offer. Markets & Corporate Law Nordic AB is legal advisors to EQL Pharma in connection with the Revised Offer and Nordic Issuing AB is issuing agent in connection with the Revised Offer.

EQL Pharma AB

The board of directors

[1] Calculated from before Sensidose's share was trading halted (before the 17th of March that is).

[2] Calculated from before Sensidose's share was trading halted (before the 17th of March that is).

[3] Calculated from before Sensidose's share was trading halted (before the 17th of March that is).

[4] Calculated from before Sensidose's share was trading halted (before the 17th of March that is).

The information in this press release was submitted for publication by EQL Pharma in accordance with the Takeover Rules. This information is considered to be inside information pursuant to the EU Market Abuse Regulation (Eu nr 596/2014). The information was submitted for publication on 24 April 2023 at 09.20 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 Revised Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, 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, fax, 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, Belarus,  Canada, Hong Kong, Japan, New Zealand, Russia, 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 Revised Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, 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 Revised Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, 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, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or USA. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or USA, must not forward this press release or any other document received in connection with the Revised 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 Revised 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 forwardlooking statements due to many factors, many of which are outside the control of EQL Pharma and Sensidose. Any such forward-looking statements speak only as of the date on which they are made and EQL Pharma 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 EQL Pharma or Sensidose have made or may make in the future. ABG Sundal Collier AB, Nordic Issuing AB and Markets & Corporate Law Nordic AB is not responsible to anyone other than EQL Pharma for advice in connection with the Revised Offer.

For additional information, please contact:

Axel Schörling, CEO & President EQL Pharma AB (publ)
Phone: +46 (0) 76 317 90 60
E-mail: axel.schorling@eqlpharma.com
Web: www.eqlpharma.com

Information about the Revised Offer is made available at www.eqlpharma.com/en/investors.

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

EQL Pharma AB (publ) in short

EQL Pharma AB specializes in developing and selling niche pharmaceuticals. The company currently has more than 20 niche generics (ie generics with limited competition apart from the reference pharmaceutical) approved in the Nordic markets and a couple of originals. In addition to these, there is a significant pipeline of mainly niche generics for launch in 2023 and beyond. The business is currently entirely focused on prescription pharmaceuticals, including hospital products, in the Nordic region and in selected European markets. EQL Pharma AB conducts its operations in Lund and is listed on the Spotlight Stock Market. EQL Pharma AB conducts extensive development work in collaboration with leading contract manufacturers and pharmaceutical companies in the EU and Asia, among others.

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