The independent bid committee of Integrum AB has decided to recommend that the shareholders of Integrum AB accept OsteoCentric Oncology and Bone Anchored Prostheses, LLC's public takeover offer, based on the evaluation set out below.
Background
On 22 July 2025, OsteoCentric Oncology and Bone Anchored Prostheses, LLC, a subsidiary of OsteoCentric Technologies, Inc., ("OsteoCentric" or the "Bidder") announced a public takeover offer to the shareholders of Integrum AB ("Integrum" or the "Company") to tender all their shares, irrespective of share class, (the "Shares" or, individually, a "Share") at a price of SEK 44 in cash per Share (the "Offer"). The class B shares in the Company are admitted to trading on Nasdaq First North Growth Market.
This statement regarding the Offer is made by the independent bid committee of Integrum in accordance with section II.19 of the Stock Market Self-Regulation Committee's takeover rules for certain trading platforms (the "Takeover Rules").
The Board member Rickard Brånemark has, due to his commitment to accept the Offer (as described below), which means that a conflict of interest exists in accordance with section II.18 of the Takeover Rules, not participated and will not participate in the Board's handling of or decisions on matters related to the Offer. Instead, an independent bid committee has been established, consisting of the other seven board members Bengt Sjöholm, Karin Wingstrand, Cecilia Wikström, Andrew Christensen, Scott Flora, Kristoffer Westergren, and Anette Lindqvist. Kristofer Westergren is the chairman of the bid committee.
The independent bid committee has retained Incentrum Group to act as financial advisor and Setterwalls Advokatbyrå as legal advisor in connection with the Offer.
Summary of the Offer
The Bidder is offering SEK 44 in cash for each Share in the Company, which values all outstanding Shares in Integrum at approximately SEK 939 million.[1] The price per Share in the Offer corresponds to a premium of approximately
- 124 percent compared to the closing price of SEK 19.66 for Integrum's class B shares on Nasdaq First North Growth Market on 21 July 2025, which was the last trading day before the announcement of the Offer;
- 116 percent compared to the volume-weighted average trading price of SEK 20.39 for Integrum's class B shares on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer;
- 164 percent compared to the volume-weighted average trading price of SEK 16.64 for Integrum's class B shares on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer; and
- 146 percent compared to the volume-weighted average trading price of SEK 17.86 of Integrum's class B shares on Nasdaq First North Growth Market during the last 180 trading days prior to the announcement of the Offer.
The Offer does not include warrants or employee stock options issued by Integrum to its employees pursuant to any incentive program implemented by Integrum. The Bidder intends to ensure that participants in such programs receive fair treatment in connection with the Offer.
Completion of the Offer is subject to, but not limited to, acceptance of the Offer to such an extent that the Bidder will become the owner of Shares in Integrum representing more than 90% of the total number of Shares, and receipt of all approvals, consents, decisions, and other measures from authorities or similar bodies required for the Offer and for the Bidder's acquisition of Integrum. The Bidder reserves the right to waive, in whole or in part, these and other conditions for completion of the Offer. The bidder further reserves the right to extend the acceptance period for the Offer, one or several times, as well as to postpone the time for settlement.
In preparing for the Offer, the Bidder has carried out a due diligence review of Integrum. No inside information has been provided to the Bidder in connection with the due diligence review.
The Bidder expects to publish the offer document relating to the Offer on or about 4 August 2025. The acceptance period for the Offer is expected to commence on or about 4 August 2025 and end on or about 15 September 2025, subject to any extensions. If all approvals, consents, and decisions are received in such time that the acceptance period may end before 15 September 2025, the Bidder may announce an earlier end date for the acceptance period, provided that such announcement can be made at least two weeks before the new expiration date of the acceptance period.
For further information regarding the Offer, reference is made to the press release published by the Bidder today, available on the Bidder's website https://www.osteocentric.com, and to the offer document relating to the Offer, which will be published before the acceptance period commences.
The independent bid committee's recommendation
The independent bid committee has analyzed the Offer using standard methods commonly applied when evaluating public takeover offers made to publicly traded companies. This assessment has included an analysis of Integrum's valuation relative to comparable publicly traded companies and comparable transactions, as well as an analysis of bid premiums in previous public takeover offers. The independent bid committee has also taken into account the capital market's expectations for Integrum's future development and formed its own opinion about the Company's long-term value based on projected future cash flows. In addition, the independent bid committee has assessed Integrum's long-term growth prospects and the risks and challenges associated with pursuing those visions. Furthermore, the independent bid committee notes that the Offer includes cash consideration, which, subject to completion of the Offer, provides Integrum's shareholders with an opportunity to realize value from their investment in cash in the near term, with minimized risk, at a significant premium compared to recent trading prices of the Company's Shares.
The independent bid committee notes that the Offer represents a premium of approximately 124 percent compared to the closing price for Integrum's class B shares on Nasdaq First North Growth Market on 21 July 2025 (which was the last trading day before the announcement of the Offer) and approximately 116 percent, 164 percent and 146 percent compared to the volume-weighted average trading price of Integrum's class B shares on Nasdaq First North Growth Market during the last 30, 90 and 180 trading days prior to the announcement of the Offer.
The independent bid committee has also taken into account that Rickard Brånemark, the largest shareholder in Integrum, holding approximately 28.21 percent of the shares and 43.47 percent of the votes in the Company, has undertaken to irrevocably accept the Offer (the "Undertaking"). The Undertaking is conditional upon the Offer (i) being declared unconditional no later than 31 October 2025 and (ii) not being withdrawn or expiring for any reason.
As part of its evaluation of the Offer, the independent bid committee has also investigated other possible alternatives in light of the discussions with the Bidder and considered any interest from other potential bidders.
As part of the independent bid committee's evaluation of the Offer, and in accordance with the Takeover Rules, the independent bid committee has engaged Grant Thornton to issue valuation opinion (a so-called fairness opinion) regarding the Offer. According to Grant Thornton's valuation opinion, which is attached to this press release, Grant Thornton considers the Offer to be fair from a financial point of view to the shareholders of Integrum (subject to the assumptions and considerations set out in the valuation opinion).
Based on the above, the independent bid committee recommends Integrum's shareholders to accept the Offer.
Kristofer Westergren, Chair of the independent bid committee: "After an extensive evaluation, the independent bid committee believes that the Offer not only represents a historically high bid premium and provides an attractive value for Integrum's shareholders, but also brings together two operations that greatly complement each other. We have also taken into account the interests of other potential bidders and analyzed the Offer against other financial alternatives and concluded that the Offer, corresponding to a value of approximately SEK 939 million, is the most advantageous for Integrum's shareholders."
The independent bid committee's view on the impact of the Offer on the Company and its employees
According to the Takeover Rules, the Board is required, based on what the Bidder has stated in its announcement of the Offer, to provide its view on the impact the completion of the Offer will have on the Company, particularly with respect to employment, as well as its view on the Bidder's strategic plans for the Company and the effects such plans may be expected to have on employment and on the locations where the Company conducts its business. The Bidder has stated the following in its press release regarding the Offer:
OsteoCentric highly values the skills and talents of Integrum's management and employees as key elements of the Company. Given OsteoCentric's current knowledge of Integrum and in light of current market conditions, OsteoCentric does not intend to materially alter the operations of Integrum following the implementation of the Offer. There are currently no decisions on any material changes to Integrum's or OsteoCentric's employees and management or to the existing organization and operations, including the terms of employment and locations of the business.
The independent bid committee assumes that this description is accurate and, in the relevant respects, has no reason to adopt a different position.
Other
This statement is governed by and shall be interpreted in accordance with Swedish law. Disputes arising from this statement shall be exclusively settled by Swedish courts.
Mölndal, 22 July 2025
Integrum AB
The independent bid committee
[1] Based on 21,334,328 shares in Integrum.
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 22-07-2025 07:13 CET.
For more information, please contact:
Kristofer Westergren, Board member and Chair of the independent bid committee
E-mail: kristofer@kcap.se
Tel: +46 (0) 73 752 35 55
Certified Adviser
The Company's Certified Adviser is DNB Carnegie Investment Bank AB.
About Integrum
Integrum is a publicly traded company (Nasdaq First North Growth Market: INTEG B) based outside of Gothenburg, Sweden, with a U.S. subsidiary in San Francisco. Since 1990, its OPRA® Implant System has helped improve the quality of life for hundreds of people who are amputees by directly attaching a prosthesis to the bone and musculoskeletal system, therefore avoiding the need for a socket. Based on osseointegration, the bone-anchored implant system offers a range of benefits, including improved mobility and function, enhanced comfort, reduced pressure, a stable attachment and more. The OPRA® Implant System was approved by the U.S. Food and Drug Administration (FDA) in 2020 and is the only FDA-approved bone-anchored implant system specifically designed for use in amputees available in the U.S. Today, Integrum continues to perform research and develop custom-made medical device solutions in close collaboration with scientists and clinicians. To learn more, please visit https://integrum.se/.
