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Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
Mölndal, Sweden, September 18th, 2025 - Integrum AB (publ) (Nasdaq First North Growth Market: INTEG B). Reference is made to Integrum's press release published 17 September 2025 at 00:30 CEST, in which Integrum stated it would return to the market as new information becomes available. Today, Integrum can report the following.
Correction regarding acceptance forms and VP account numbers
On the contrary to the press release on 17 September 2025 at 00:30 CEST, it has been established that the two acceptance forms submitted by Integrum's founder and largest shareholder, Dr. Rickard Brånemark, to Avanza on 9 September 2025 contained incorrect information regarding VP account numbers, meaning that the acceptance form was not complete as previously stated, also meaning it was not possible to register the acceptances. It has also therefore been established that there was not technical issue that caused the missed acceptance.
The error arose because the VP account numbers stated corresponded to a company that previously held Rickard Brånemark's shares in Integrum. An investigation shows that this former company was merged into Rickard Brånemark's current holding company, Pericardium, in 2017. Through the merger, assets and liabilities, including the Integrum shares, were transferred to the new holding company. The former company ceased to exist as a result of the merger. Information about the relevant VP accounts has not been visible to Rickard Brånemark via his deposit account at his bank.
In the Euroclear Sweden (VPC) system, one of the referenced VP accounts is blocked, with a small number of shares remaining on that account, and the other account has been closed. At some point after 2017, the shares that, following the merger, were owned by Pericardium were moved to a new VP account in that company's name.
Following the submission of the acceptance forms, representatives from Avanza and Rickard Brånemark's contact person at his bank were in contact to enable Avanza, as receiving agent, to gather and block (Sw. apportreservering) Pericardium's shareholding in accordance with the acceptance form instructions.
On 12 September 2025, the contact person at Rickard Brånemark's bank informed Avanza that the bank would investigate the matter further regarding the release of the shares from the VP accounts. Rickard Brånemark was copied to that email from the contact person.
On 15 September 2025 at 13:42 CEST, the contact person informed Avanza that Rickard Brånemark would need to contact Euroclear to investigate why the shares could not be transferred. This information was not communicated by the contact person to Rickard Brånemark.
Additional observations
Following the 12 September 2025 correspondence, Rickard Brånemark did not receive any further contact regarding the fact that his shares could not be delivered to or blocked by Avanza.
The offeror did not contact Rickard Brånemark, Integrum or any of Integrum's advisors with a request that the shares must be moved to Avanza or to correct the VP account information. Instead, the offeror chose not to include Rickard Brånemark's shares in the acceptance tally, resulting in the acceptance condition not being met. It must be noted that the acceptance form expressly states that "an incomplete or incorrectly completed acceptance form may be disregarded".
Had the offeror wished to complete the offer, Rickard Brånemark could have been contacted by the offeror to correct the VP account numbers on the acceptance forms. The offeror could also have postponed the outcome announcement at 07:00 CEST on 16 September 2025 to resolve the issue, or acknowledged approximately 69 percent accepted and extended the offer to allow Rickard Brånemark to supplement his forms with the correct VP account numbers. Rickard Brånemark had, after all, signed an irrevocable undertaking to tender all of his A and B shares in Integrum.
Board statement and next steps
The Board of Directors considers the situation deeply regrettable. In the Board's view, more could have been done to satisfy the acceptance condition. However, the offeror chose to close the offer and not to facilitate a correction of the acceptance forms by Rickard Brånemark. Questions as to the reasons for this should be addressed to the offeror.
Integrum has decided not to proceed with any further review of whether the acceptance condition was met by requesting a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden), following discussions with our legal advisors.
As stated above and in Integrum's earlier communication, the Company will provide further updates to the market if and when new information becomes available.
Integrum AB
The Board of Directors
This disclosure contains information that Integrum AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 18-09-2025 02:45 CET.