Lifecare ASA – Completion of Acquisition of Ocean TuniCell AS and Issuance of Consideration Shares
Lifecare ASA – Completion of Acquisition of Ocean TuniCell AS and Issuance of Consideration Shares
Bergen, Norway, 11 September 2026: Reference is made to the stock exchange announcement by Lifecare ASA (ticker: LIFE) ("Lifecare" or the "Company") dated 31 August 2026 regarding the agreement to acquire 80% of the shares in Ocean TuniCell AS ("Ocean TuniCell").
All conditions for completion of the transaction have been satisfied or waived and the Transaction has today been completed.
Lifecare ASA has offered the remaining shareholders in Ocean TuniCell the opportunity to sell their shares to Lifecare on corresponding financial terms, and Lifecare has received acceptance forms for an additional 6.6% of Ocean TuniCell’s shares. Closing of these purchases took place simultaneously with closing of the original agreement.
As a result, Lifecare has acquired a total of 86.7% of the shares in Ocean TuniCell AS.
In connection with completion of these share purchases, the Board of Directors of Lifecare has today resolved, pursuant to the authorization granted by the Annual General Meeting held on 23 April 2026, to increase the Company's share capital through the issuance of 22,650,489 new shares at a subscription price of NOK 0.287136 per share.
These consideration shares constitute the entire initial consideration for the shares acquired in Ocean TuniCell. For further information regarding a potential additional contingent consideration, please see the Company's announcement dated 31 August 2026.
The subscription price for the consideration shares was determined by the Board of Directors based on the volume weighted average price (“VWAP”) of the Lifecare share over the 15 trading days immediately preceding the valuation date, in accordance with the transaction documentation.
Following registration of the share capital increase with the Norwegian Register of Business Enterprises, Lifecare's share capital will be NOK 43,036,196.00, divided into 430,361,960 shares, each with a nominal value of NOK 0.10.
The share capital increase will be filed for registration with the Norwegian Register of Business Enterprises as soon as all required documentation has been completed, and the consideration shares will be delivered through VPS following such registration.
20,914,068 of the consideration shares are subject to lock-up obligations for a period of nine months from completion of the transaction on the terms and conditions of the share purchase agreement.