THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR PUBLISHED IN OR INTO ANY JURISDICTION (INCLUDING WITHOUT LIMITATION AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR USA) WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE IN CONFLICT WITH ANY APPLICABLE LAWS OR REGULATIONS. THE OFFER IS NOT BEING MADE TO (AND ACCEPTANCE FORMS WILL NOT BE ACCEPTED FROM OR ON BEHALF OF) PERSONS WHOSE PARTICIPATION IN THE OFFER WOULD REQUIRE THAT ANY OFFER DOCUMENTS ARE PREPARED, FILINGS ARE EFFECTUATED OR OTHER MEASURES ARE TAKEN IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW.
On 23 May 2025, Flerie Invest AB ("Flerie") announced a mandatory cash offer to the shareholders of Nanologica AB (publ) ("Nanologica" or the "Company"), to transfer all their Nanologica shares to Flerie at a price of SEK 1.00 per share (the "Offer"). Flerie is a wholly owned subsidiary of Flerie AB. The acceptance period for the Offer commenced on 17 June 2025 and expired on 15 July 2025. Flerie has decided not to extend the acceptance period.
At the time the Offer was made, Flerie held a total of 38,222,779 shares in Nanologica, corresponding to approximately 43.25 percent of the total number of shares and votes in Nanologica.
Up to and including 15 July 2025, 293,815 shares have been tendered in the Offer, corresponding to approximately 0.33 percent of the total number of shares and votes in the Company. Consequently, Flerie now holds a total of 38,516,594 shares in Nanologica, corresponding to approximately 43.59 percent of the shares and votes in the Company.
The payment of consideration to the shareholders who have accepted the Offer is expected to commence on 22 July 2025.
Flerie has not acquired any shares outside the Offer. The Offer was not subject to any completion or financing conditions. The acceptance period has not been extended, and the Offer is therefore concluded. Neither Flerie, any of its affiliated companies, nor affiliated parties have acquired or undertaken to acquire shares or any other financial instruments in Nanologica that provide financial exposure comparable to holding shares in Nanologica outside the Offer.
Information about the Offer is available at www.flerie.com.
For further information, please contact:
Ted Fjällman, CEO of Flerie AB
E-Mail: ir@flerie.com
Phone: +46 (0)76 600 89 26
The information was submitted for publication in accordance with the Takeover-rules for Nasdaq Stockholm on 16 July 2025 at 08:00 (CEST).
About Flerie
Flerie is an active long-term life science investor, with a broad and diversified portfolio of innovative companies based on pioneering science. We invest in product development and commercial growth opportunities globally alongside other leading investors, focusing predominantly on private companies that are otherwise difficult to access. Flerie's active ownership model, broad network and resources support and accelerate the development of the portfolio projects, creating value for shareholders. Flerie AB's ordinary share is listed on Nasdaq Stockholm with the ticker FLERIE. For further information please visit www.flerie.com.
Important information
This press release has been prepared in accordance with Swedish law, the Takeover Rules for Nasdaq Stockholm issued by the Swedish Securities Council on Self-Regulation of the Stock Market (the "Takeover Rules"), and the statements of the Swedish Securities Council regarding the interpretation and application of the Takeover Rules.
The Offer is not being made to (and acceptance forms will not be approved from or on behalf of) persons domiciled in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or USA or whose participation in the Offer requires that additional offer documents are prepared or registrations affected or that any other measures are taken in addition to those required under Swedish law (including the Takeover Rules), except where there is an applicable exemption.
This press release and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or USA) in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any laws or regulations in any such jurisdiction. Persons who receive this press release (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, Flerie disclaims any responsibility or liability for any violations of any such restrictions and Flerie reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to any future status or circumstance, including statements regarding future performance, growth and other trend projections as well as other effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as "anticipate", "believe", "expect", "intend", "plan", "strive", "seek", "will" or "would" or by similar expressions. By their nature, forward-looking statements are associated with risks and uncertainties because they relate to future events and depend on circumstances that occur in the future. Due to several factors, many of which are outside Flerie's control, future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements. Any forward-looking statements speak only as of the date on which the statements are made and Flerie has no obligation (and undertakes no obligation) to update or revise any such statements, whether as a result of new information, future events or otherwise, except for when it is required by applicable laws and regulations.
This press release has been published in Swedish and English. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.
