Karo Intressenter AB made a public cash offer to acquire remaining 13.6% stake in Karo Pharma AB (publ) (OM : KARO) for SEK 2.2 billion on August 16, 2022. Karo Intressenter offered SEK 60 cash per share to acquire 37,231,505 remaining shares of Karo Pharma. As of date of this offer, Karo Intressenter holds 236,023,099 shares in Karo Pharma, corresponding to 86.4%. The consideration payable in respect of the offer is financed in full by funds available to Karo Intressenter by way of an equity commitment letter issued by EQT VIII. Karo Intressenter does not intend to implement any material changes that may impact Karo Pharma?s employees and management, nor to its existing organization and operations, including the terms of employment and the locations where Karo Pharma conducts its business.

Completion of the offer is conditional upon the offer being accepted to such extent that Karo Intressenter becomes the owner of shares representing more than 90% of the total number of outstanding shares in Karo Pharma. In the event that Karo Intressenter obtains more than 90% of the outstanding shares in Karo Pharma, it intends to initiate compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Karo Pharma. As of November 10, 2022 Karo Pharma AB (publ) had decided to apply for delisting of its shares from Nasdaq First North Growth Market.

The acceptance period for the offer is expected to commence on August 18, 2022 and expire on September 15, 2022. At the end of the acceptance period of the Offer on September 15, 2022, the Offer had been accepted by shareholders representing a total of 14,285,436 shares in Karo Pharma, corresponding to approximately 5.2 percent of the share capital and votes in Karo Pharma. Karo Intressenter hereby declares the Offer unconditional and announces that the Offer will be completed as all conditions for completing the Offer have been fulfilled. On September 19, 2022, Karo Intressenter AB had achieved control of more than 90% of the shares in the Karo Pharma AB (publ) and intended to commence a compulsory acquisition procedure to acquire the remaining shares in the Karo Pharma AB (publ). As of September 19, 2022, the transaction is expected to be closed on September 22, 2022. Maria RimbC¤ck, Carl Rosenius, Christopher, Lennart Wikberg, Mats Engardt, Axel Gillmert, Axel Lindman, Mathias Harjulin, Catharina NystrC¶m, Stefan Alexandersson, Pernille Brask Christensen, Emma Rapp, Fredrika SC¶derman, Rikard Schwalbe (legal) and Michael Matte, Victor Holmberg of SEB Corporate Finance, Skandinaviska Enskilda Banken AB is financial advisors and White & Case is legal advisor to Karo Intressenter in connection with the offer. Roschier Advokatbyrå AB has been appointed as legal advisor of Karo Pharma. Nordea Bank Abp, filial i Sverige, Corporate Finance acted as fairness opinion provider to Karo Pharma.

Karo Intressenter AB completed the acquisition of remaining 13.6% stake in Karo Pharma AB (publ) (OM : KARO) on November 24, 2022.