Recipharm AB (publ) (the 'Issuer') today announces a consent solicitation in respect of its SEK 1,000,000,000 Senior Unsecured Convertible Bonds due 2021 (the 'Bonds') (ISIN: XS1496895753), inviting eligible holders of the outstanding Bonds to consider and, if thought fit, approve the Proposal described below by Extraordinary Resolution pursuant to the Conditions and the Trust Deed.

The Consent Solicitation is being made on the terms, and subject to the conditions, contained in the consent solicitation memorandum dated 11 January 2021 (the 'Consent Solicitation Memorandum'). Capitalised terms used in this announcement have the same meaning ascribed to them in the Consent Solicitation Memorandum.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Consent Solicitation Memorandum. Eligible Bondholders may obtain an electronic copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive an electronic copy of the Consent Solicitation Memorandum, a Bondholder will be required to provide certain confirmations as to his or her status as an eligible Bondholder. Bondholders are advised to read carefully the Consent Solicitation Memorandum.

Background to the Consent Solicitation

The Bonds were issued on 6 October 2016. Due to an administrative mistake when the Bonds were issued, the Conditions of the Bonds contained an error. The effect of the error is that the formula to be used to calculate the conversion price adjustment in the event of a Change of Control (or a Free Float Event) does not correctly reflect the formula presented to investors when the Bonds were issued or the commercial intention when the Bonds were issued.

On 14 December 2020, EQT IX, through Roar BidCo AB, announced a public offer (the 'EQT Offer') to the shareholders and holders of convertible bonds of the Issuer of SEK 220 in cash per share and SEK 1,427,010 in cash per Bond with a nominal value of SEK 1,000,000.

Completion of the EQT Offer is conditional, among other things, on the correction to the error in the Conditions of the Bonds being made. The Issuer is seeking Bondholder approval at the Meeting to correct this error.

In addition to correcting the error described above, the Issuer is also seeking Bondholder approval to include a new provision in the Conditions, which would result in each Bondholder (as shown in the Register at the close of business on the Offer Fee Record Date (being the date of the Expiration Deadline specified below)) being eligible to receive an Offer Fee of SEK 5,000 in respect of each SEK 1,000,000 principal amount of Bonds held by such Bondholder if an Offer is publicly declared to be unconditional in all respects.

The Proposal

The Proposal is set out in further detail in the Extraordinary Resolution in the Notice convening the Meeting, as set out in 'Annex A - Form of Notice and Extraordinary Resolution' of the Consent Solicitation Memorandum.

Contact:

Tel: +46 73 417 89 16

Email: carnegie.projectroarcb@carnegie.se

DISCLAIMER

Bondholders must read this announcement in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Bonds is being made pursuant to this announcement. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation.

Each Bondholder is solely responsible for making its own independent appraisal of all matters as such Bondholder deems appropriate (including those relating to the Consent Solicitation and the Extraordinary Resolution) and each Bondholder must make its own decision whether to participate in the Consent Solicitation.

Bondholders should consult their own tax, accounting, financial and legal advisers regarding the suitability to themselves of the tax or accounting consequences of the Bondholders participating in the Consent Solicitation and regarding the impact on Bondholders of the implementation of the Extraordinary Resolution.

The Joint Financial Advisers and the Tabulation Agent do not take responsibility for the contents of this announcement. None of the Issuer, the Joint Financial Advisers, the Tabulation Agent, the Trustee, the Principal Paying, Transfer and Conversion Agent or any director, officer, employee, agent, representative or affiliate of any such person is acting for any Bondholder, or will be responsible to any Bondholder for providing any protections which would be afforded to its clients, and none of the Issuer, the Joint Financial Advisers, the Tabulation Agent, the Trustee, the Principal Paying Transfer and Conversion Agent, or any director, officer, employee, agent, representative or affiliate of any such person will be responsible to any Bondholders for providing advice in relation to the Consent Solicitation or the Extraordinary Resolutions or makes any recommendation as to whether or not or how Bondholders should vote in respect of the Extraordinary Resolution.

This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Issuer, the Joint Financial Advisers and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Joint Financial Advisers or the Tabulation Agent in relation to the Consent Solicitation that would permit a public offering of securities.

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