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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.
On April 20, 2023, EQL Pharma AB ("EQL Pharma") published a recommended public takeover offer to the shareholders of Sensidose Aktiebolag ("Sensidose" or the "Company") to transfer all shares in Sensidose to EQL Pharma at SEK 7.60 in cash per share (the "Initial Offering"). On April 24, an unconditional revised offer of SEK 8.40 in cash per share was announced. On April 26, 2023, the revised offer was expanded to include warrants of series TO 1 for a consideration of SEK 0.50 in cash per TO 1 (the "Offer"). The acceptance period in the Offer expired on May 16, 2023. EQL Pharma will not extend the acceptance period further and the Offer is therefore closed. At the end of the acceptance period, the Offer had been accepted by shareholders amounting to a total of 227 051 shares, corresponding to approximately 1.90 percent of the outstanding shares and 11 913 TO 1, corresponding to approximately 0.53 percent of the outstanding warrants, in Sensidose. In total, 1 579 972 shares and 560 956 TO 1 have been acquired. Due to the fact that the outcome has not met the desired expectations, the Board of Directors of EQL Pharma further announces that it intends to accept Navamedic's offer and sell all its shares and TO 1 in Sensidose.
Summary of the final outcome of the Offer
At the time of publication of the Initial Offer, EQL Pharma had no holdings in Sensidose.
In parallel with the Offer, EQL Pharma has acquired 1 352 921 shares and 549 043 warrants of series TO 1 outside the Offer over the market, corresponding to approximately 11.30 percent of the total number of outstanding shares and votes in Sensidose.
After completion of the Offer, EQL Pharma has acquired 227 051 shares in Sensidose, as well as 11 913 warrants of series TO 1, corresponding to approximately 1.90 percent of the total number of outstanding shares and votes in Sensidose.
All in all, EQL Pharma has thus acquired a total of 1 579 972 shares and 560 956 TO 1, which corresponds to a holding of approximately 13.20 percent of the total number of outstanding shares and votes in Sensidose.
The Offer was unconditional and will therefore be completed in relation to the shareholders in Sensidose who have given their acceptance to the Offer.
Accounting of remuneration for the shares and warrants that have been submitted during the acceptance period is expected to begin on May 19[th,] 2023.
EQL Pharma announces intention to sell its holdings
Furthermore, the Board of Directors of EQL Pharma has today decided to sell all its shares and TO 1 in Sensidose by accepting Navamedic's unconditional offer of SEK 8.50 in cash per share and SEK 0.60 in cash per TO 1. This decision applies to both the shares and TO 1 acquired in the market as those acquired through the Offer. Given that EQL Pharma would become a minority shareholder in Sensidose, as Navamedic already controls a majority of the shares and votes, it was of the utmost importance that the collaboration with Navamedic would function satisfactorily. However, the Board of Directors of EQL Pharma states that it has not received any indications that this would be the case. In addition, given Navamedic's new bid of SEK 8.50, the Board of Directors notes that the valuation of Sensidose has exceeded the level considered reasonable for the Board to submit further competing bids.
The above means that EQL Pharma's holding in Sensidose will be reduced from approximately 13.20 percent down to zero.
Axel Schörling, CEO of EQL Pharma, comments:
"Initially, we saw an opportunity that Sensidose would fit well into 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 of course very grateful for the interest in our Offer but given the development during the bidding and the fact that Navamedic becomes the major shareholder in Sensidose, we now see that some of the strategies we had hoped to implement most likely will not be possible. As a result of that, we have decided to sell our holdings which will be made at a higher price compared to the acquisition price. The Board of Directors continuously evaluates various acquisition opportunities and for the time being, there are more interesting opportunities for us than remaining as a minority shareholder in Sensidose."
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 17 May 2023 at 15.15 a.m. (CEST).