IGEA Pharma N.V.: IGEA and RBCARE2023 signed to combine their businesses

IGEA Pharma N.V. / Key word(s): Agreement/Agreement IGEA Pharma N.V.: IGEA and RBCARE2023 signed to combine their businesses 03-Oct-2023 / 23:55 CET/CEST Release of an ad hoc announcement pursuant to Art. 53 LR The issuer is solely responsible for the content of this announcement.     FOR RELEASE IN SWITZERLAND – THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOTFORWARDITORITSCONTENTSTOANYPERSONTOWHOMFORWARDINGTHISCOMMUNICATIONIS PROHIBITED. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES,AUSTRALIA,CANADA, OR JAPAN     IGEAandRBCARE2023signedtocombinetheirbusinesses Hoofddorp, the Netherlands, 2 October 2023. IGEA Pharma N.V. (SIX: IGPH) announced the signing of a letter of intent, binding upon the parties in terms, with RBCARE2023 LTD (“RBCARE”), a private limited company established beginning of 2023 to develop the elderly care business in residential and nursing settings in the United Kingdom, to combine the two companies’ businesses. Closing is subject to customary conditions for a transaction of this type (as defined below), including IGEA remaining a SIX listed entity. The business combination will be achieved by the RBCARE shareholders contributing in-kind their shares against subscription of newly issued shares in a dedicated share capital increase of IGEA.   The key element of the combination is the significant value improvement for their businesses, stockholders and stakeholders expected by both parties. Based on plans, RBCARE expects to achieve revenues of EUR 110 million with an EBITDA of EUR 12 million over the next 12 months, managing directly and in its network about 2,400 care beds.   Pierpaolo Cerani, CEO and director of IGEA “With this combination, we expect to finally grantcontinuationtoIGEAandtosubstantiallycontributetothevalueimprovementforourshareholders.”   Subject to satisfaction with the closing conditions, the business combination is expected to close on or before 30 June 2024.   Detailsofthebusinesscombination Form andpost-closingownershipallocation Under the agreed terms of the letter of intent, shareholders of RBCARE will contribute in-kind their shares into IGEA by subscribing newly issued shares in a dedicated share capital increase of IGEA, the number of the newly issued shares in IGEA to be subscribed by the RBCARE shareholders to be determined based on an independent valuation of RBCARE.   Conditionsto closing The Closing is subject to (i) the absence of any deal-breaker or other material adverse event for either parties, including, but not limited to, IGEA remaining a SIX listed entity; and (ii) the satisfaction of customary conditions for a transaction of this type, including, among others, the approval by the parties’ respective general meetings as well as the newly issued shares of IGEA in connection with the transaction having been approved for listing on SIX.   ***   AboutIGEA IGEA Pharma N.V. operates on preventative health-tech products and devices, commercializing an Alzheimer’s prevention set (which includes ’Alz1’, an at-home lab test kit to measure non-bound copper in the blood and a natural dietary supplement branded ‘Alz1 Tab’ designed to reduce blood heavy metals content) and expects to integrate the non-bound copper detection-based pipeline with a diabetes type II prevention set in the next future.       IGEA is listed on the SIX Swiss Exchange (ticker IGPH) and is headquartered in Hoofddorp, the Netherlands. Find out more at www.igeapharma.nl   Contacts Pierpaolo Cerani, CEO, [e-mail]   Disclaimer This document does neither constitute an offer to buy or to subscribe for securities of IGEA nor a prospectus within the meaning of applicable Swiss laws and regulations or the SIX Swiss Exchange Listing Rules. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of IGEA solely based on the official prospectus (the "Prospectus") to be published by IGEA in due course. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.   This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development, or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. IGEA Pharma N.V. assumes no responsibility to update forward- looking statements or to adapt them to future events or developments.   The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.   This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. IGEA Pharma N.V.'s shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the IGEA Pharma N.V. shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.   The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or       otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.   This document does not constitute an offer of securities to the public of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offer of securities referred to in this document to persons in the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) as implemented in member states of the EEA, from the requirement to produce a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state that has implemented the Prospectus Regulation is only addressed to qualified investors in that member state within the meaning of the Prospectus Regulation and such other persons as this document may be addressed on legal grounds. For the purposes of this paragraph, the expression an "offer to the public" in relation to any securities in any member state means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities. End of Inside Information

Language:	English
Company:	IGEA Pharma N.V.
	Siriusdreef 17
	2123 WT Hoofddorp
	Netherlands
Phone:	[phone]
E-mail:	[e-mail]
Internet:	www.igeapharma.nl
ISIN:	NL0012768675
Listed:	Regulated Unofficial Market in Frankfurt; SIX Swiss Exchange
EQS News ID:	1740545

End of Announcement	EQS News Service

1740545  03-Oct-2023 CET/CEST