Klaria Pharma Holding AB (publ.) (OM:KLAR) agreed to acquire Karessa Pharma Holding AB (publ) (OM:KARE) for SEK 46.6 million on November 5, 2019. Under the terms, new shares in Klaria Pharma will be issued to Karessa Pharma's shareholders in relation to their existing shareholdings in Karessa Pharma with the exchange rate of 1 share in Karessa Pharma entitles the holder to receive 0.6032 new shares in Klaria Pharma. The shareholders of Karessa Pharma will receive an economic ownership of approximately 17.13% in New Klaria Pharma. The merger will be implemented by Karessa Pharma being absorbed by Klaria. In a related transaction, Klaria Pharma Holding AB (publ.) (OM:KLAR) acquired Uppsalagruppen Medical AB. If the conditions are not fulfilled on or before April 30, 2020, the transaction will not be implemented.

Upon completion, Björn Littorin, Anders Ardstål and Scott Boyer are expected to be Board members of New Klaria Pharma, and Scott Boyer to be New Klaria Pharma's Chief Executive Officer. There are currently no decisions on significant changes to Klaria's nor Karessa's employees or to their current organization and operations, including the terms of employment and the locations where the companies conduct their operations. The transaction is subject to approvals at extraordinary general meetings of Klaria Pharma and Karessa Pharma, regulatory approval, consideration shares to be admitted to trading on Nasdaq Stockholm First North Growth Market and receipt of all permits and approvals of the competition authorities. The transaction is not subject to any financing conditions. Shareholders in Klaria Pharma representing more than 37% of the votes and shares and shareholders in Karessa Pharma representing more than 47% of the votes and shares have committed or submitted their intention to vote to approve the merger. The board of directors of Karessa Pharma unanimously recommended the shareholders of Karessa Pharma to approve the merger. On December 18, 2019, the shareholders of Klaria approved the transaction. The resolution is conditional upon the Swedish Companies Registration Offices registration of the merger of Klaria and Karessa. Registration of the merger with the Swedish Companies Registration Office is conditional upon the conditions in the merger plan being met, inter alia that the merger is approved also by the shareholders Karessa at a General Meeting in Karessa. As of February 10, 2020, Nasdaq Stockholm AB has approved the application and decided to delist Karessa Pharma Holding AB (publ) from stock exchange. The registration of the merger is expected to take place during the first quarter of 2020. On March 3, 2020, the transaction is approved by Swedish Companies Registration Office. As of January 27, 2020, the transaction is expected to complete on March 6, 2020.

Skarpa AB acted as fairness opinion provider and financial advisor for the Board of Directors of Karessa Pharma. Avane AB acted as fairness opinion provider and financial advisor for the Board of Directors of Klaria Pharma. Setterwalls Advokatbyrå acted as legal advisor for Klaria Pharma. Hamilton Advokatbyrå acted as legal advisor for Karessa Pharma.