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 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 Offer.

EQL Pharma AB ("EQL Pharma" or the "Bidder") hereby announces 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"). The shares in Sensidose are listed on Spotlight Stock Market.

Summary of the Offer

  • The shareholders of Sensidose are offered SEK 7.60 in cash per share in Sensidose. The total value of the Offer, and thereby the value of Sensidose, based on the 11,958,651 outstanding shares in Sensidose, amounts to approximately SEK 91 million.
  • The Offer exceeds the offer of SEK 6.27 per share published by Navamedic ASA on 29 March 2023 by SEK 1.33 per share.
  • The price per share in the Offer represents a premium of:
  • 21.2 percent compared to the share price SEK 6.27 offered by Navamedic ASA on 29 March 2023;
  • 96.7 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
  • 109.7 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].
  • The board of directors of Sensidose has assessed the Offer and unanimously recommends Sensidose's shareholders to accept the Offer.
  • An offer document regarding the Offer will be made public on 24 April 2023 and will be 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 Offer will commence on 25 April 2023 and expire on 16 May 2023.
  • The completion of the Offer is conditional upon the Offer being accepted to such extent that EQL Pharma becomes the owner of shares representing more than two thirds of the total number of outstanding shares in Sensidose (excluded any dilution that may occur as a result of the utilization of TO 1). Further, the Offer will be made on the terms and subject to the conditions 2 - 7 set out below in this announcement.

Axel Schörling, CEO of EQL Pharma, comments:

"This opportunity fits well with EQL Pharma's long-term strategy to build a strong portfolio of brands and products for niche markets, in this case the treatment of the later phases of Parkinson's disease. We are very impressed by Sensidose's products and the management's preparatory work for internationalization. EQL wants to accelerate the process of taking the products to a wider market both locally, regionally and globally with the help of our experienced team and solid network of partners. We also want to support them in broadening their patented solutions in microdosing for patient needs in other indications outside of Parkinson's disease.

We see no material impact on our existing operations linked to an acquisition of Sensidose. The team remains dedicated to delivering on our communicated financial and operational plans."

Jack Spira, CEO of Sensidose, comments:

"We believe that EQL's offer is attractive to our shareholders and an interesting opportunity for Sensidose to become part of a larger group with more resources and together continue our expansion in the Nordics and further out in the world."

Background and reasons for the Offer

EQL Pharma is an innovative Swedish pharmaceutical company primarily focusing on niche generic drugs with an opportunistic approach to business development, which over the years has led to several successful ventures outside the core business.

EQL Pharma's management and owners are impressed by Sensidose's progress in product development and see significant market potential for Sensidose products. EQL Pharma further believes that it possesses the necessary resources and industry knowledge to realize and maximize the potential of Sensidose. EQL Pharma has access to commercial experts and the resources to invest in additional personnel in sales and marketing. Furthermore, EQL Pharma has established far-reaching global collaborations with existing partners.

EQL Pharma believes that the generational shift from MyFID® to ORAFID will be an important key for Sensidose to be able to reach its full potential in the long term. In addition, subsidies against high prices in markets where Sensidose already has a marketing authorization as well as potential additional markets for applying for a marketing authorization are also deemed to be important key factors. Sensidose's market penetration for MyFID® in Sweden has been achieved with relatively limited sales resources, which indicates that the potential in other countries where Sensidose already has marketing authorization should be significant. EQL Pharma also assesses that in the long term there are good opportunities for increased penetration for MyFID® in Sweden, given the number of Parkinson's patients who are in the relevant stage of the disease.

In addition, in the long term, EQL Pharma also sees tangible opportunities to further accelerate the company's growth by, as a new owner, contributing significant resources and industry knowledge to best expand Sensidose's unique technology for microdosing to other interesting therapeutic areas. There are already a number of concrete ideas here that can be initiated and tested as sales in Parkinson's disease take off.

EQL Pharma currently sees no material changes regarding Sensidose's operations, its management or employees to ensure continued delivery of operational and financial results.

The Offer

Consideration

The shareholders of Sensidose are offered SEK 7.60 in cash per share in Sensidose.

If Sensidose, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the 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. In the event of either of the foregoing, EQL Pharma reserves the right to determine whether this price adjustment mechanism or condition 7 to completion of the Offer (see below) shall be invoked.

No commission will be charged in respect of the settlement of the Sensidose shares tendered to EQL Pharma under the 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 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 Offer in accordance with the Takeover rules for certain trading platforms (the "Takeover Rules").

Premium

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

  • 21.2 percent compared to the share price SEK 6.27 offered by Navamedic ASA on 29 March 2023;
  • 96.7 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
  • 109.7 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 Offer

The total value of the Offer, and thereby the value of Sensidose, based on all 11,958,651 outstanding shares in Sensidose, amounts to approximately SEK 91 million.

Acceptance period

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

Statement from the board of directors of Sensidose and fairness opinion

The board of directors of Sensidose has assessed the Offer and informed EQL Pharma that the board of directors of Sensidose has unanimously resolved to recommend the shareholders of Sensidose to accept the Offer.

EQL Pharma's shareholding in Sensidose

EQL Pharma owns approximately 8,7% of the votes and capital in Sensidose. EQL Pharma has acquired 1 043 738 shares in Sensidose at a share price at the highest of SEK 7.60 during the period from 18 of April to 19 of April. EQL Pharma has also acquired 334 876 warrants of series TO 1 in Sensidose at a price of 0.15 SEK at the highest per warrant.

No one to EQL Pharma closely related companies or closely related parties own any shares or any financial instruments in Sensidose that give a financial exposure to the shares in Sensidose at the time of this announcement.

Neither EQL Pharma nor any of its closely related companies or closely related parties have agreed to acquire any shares or any other financial instruments in Sensidose that give a financial exposure equivalent to holding shares in Sensidose during the six months preceding this announcement, except as described above.

EQL Pharma may acquire, or take measures to acquire, shares in Sensidose in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

  1. the Offer being accepted to such extent that EQL Pharma becomes the owner of shares representing more than two-thirds of the total number of outstanding shares in Sensidose (excluded any dilution that may occur as a result of the utilization of TO 1);
  2. no other party announcing an offer to acquire shares in Sensidose on terms that are more favorable to the shareholders of Sensidose than the Offer;
  3. with respect to the Offer and completion of the acquisition of Sensidose, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, in each case on terms which, in EQL Pharma's opinion, are acceptable;
  4. neither the Offer nor the acquisition of Sensidose being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
  5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Sensidose's financial position or operation, including Sensidose's sales, results, liquidity, equity ratio, equity or assets;
  6. no information made public by Sensidose, or otherwise made available to EQL Pharma by Sensidose, being inaccurate, incomplete or misleading, and Sensidose having made public all information which should have been made public; and
  7. Sensidose not taking any action that is likely to impair the prerequisites for making or completing the Offer.

EQL Pharma reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 - 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to EQL Pharma's acquisition of Sensidose or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

EQL Pharma reserves the right to waive, in whole or in part, one, several or all of the conditions 1 - 7 set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Information about EQL Pharma

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 (ticker EQL). EQL Pharma AB conducts extensive development work in collaboration with leading contract manufacturers and pharmaceutical companies in the EU and Asia, among others.

For more information, please visit www.eqlpharma.com/en/investors.

Financing of the Offer

The Offer is not subject to any financing conditions. The Offer will be financed through a combination of EQL Pharma's available cash and through loan financing provided on market terms to finance the Offer. The aforementioned financing provides EQL Pharma with sufficient cash and cash equivalents to fully cover the consideration to be paid for the Offer and, accordingly, the completion of the Offer is not conditional on the receipt of financing.

Review of information in connection with the Offer

EQL Pharma has been permitted by the board of directors of Sensidose to carry out a limited due diligence review of Sensidose in connection with the preparation of the Offer. Sensidose has informed EQL Pharma that no inside information has been disclosed to EQL Pharma during the process.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions, and other actions from authorities or similar, being obtained, in each case on terms which, in EQL Pharma's opinion, are acceptable. According to EQL Pharma's assessment, the Offer will not require any approvals from authorities.

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 Offer will be made public on 24 April 2023 and is 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 Offer will be available on EQL Pharma's and Nordic Issuing's respective websites.

Information to shareholders in Sensidose that has participated in the offer by Navamedic ASA from 29 March 2023

As EQL Pharma's bid exceeds Navamedic ASA's bid by more than 10%, shareholders have the right to withdraw their acceptance before the end of the acceptance period. The acceptance deadline ends April 21 at 3 p.m. In order for revocation to be made, a written revocation must have reached Carnegie Investment Bank no later than 15:00 on the last day of the acceptance period. Shareholders in Sensidose whose shares are nominee-registered and who wish to withdraw their acceptance of the Offer must do so in accordance with instructions from the nominee.

Compulsory redemption proceedings and delisting

If EQL Pharma, in connection with the 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 Offer, as well as any agreements entered into between EQL Pharma and the shareholders in Sensidose as a result of the Offer, shall be governed and construed in accordance with Swedish law. Any dispute regarding the 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 Offer.

Advisors

ABG Sundal Collier AB is financial advisor to EQL Pharma in connection with the Offer. Markets & Corporate Law Nordic AB is legal advisors to EQL Pharma in connection with the Offer and Nordic Issuing AB is issuing agent in connection with the 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 20 April 2023 at 07.57 a.m. (CEST).

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 Offer is made available at www.eqlpharma.com/en/investors.

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

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 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 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 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 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 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 Offer.

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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