Amplex AB ("Amplex") has today announced a public offer to the shareholders and warrant holders of ADDvise Group AB (publ) ("ADDvise") to transfer all shares and warrants in ADDvise to Amplex at a price of SEK 1.65 in cash for each class A and class B share and SEK 0.49 in cash for each warrant of series TO1A and series TO1B (the "Offer"). The board of directors of ADDvise will evaluate the Offer and announce a statement with its opinion regarding the Offer and a fairness opinion no later than two weeks before the expiry of the acceptance period of the Offer.
The Offer in brief
- Amplex offers SEK 1.65 in cash for each class A and class B share and SEK 0.49 in cash for each warrant of series TO1A and series TO1B in ADDvise.
- Amplex already owns and controls, together with related parties, 19,245,269 class A shares and 161,326,273 class B shares, corresponding to 29.79 per cent of all shares and 43.58 per cent of all votes in ADDvise, as well as 3,207,544 warrants of series TO1A and 30,506,612 warrants of series TO1B.
- Fredrik Celsing, CEO of Amplex and chairman of the board of ADDvise, who holds 0.59 per cent of all shares and 0.44 per cent of all votes in ADDvise, as well as 500,000 warrants of series TO1B, has made a binding undertaking to accept the Offer with respect to all shares and warrants owned by him.
- Completion of the Offer is conditional upon, among other things, the Offer being accepted to such extent that Amplex becomes the owner of more than 90 per cent of the total number of shares in ADDvise (on a fully diluted basis) as well as the receipt of all, for the Offer and acquisition of ADDvise, necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from the Swedish Inspectorate of Strategic Products, in each case on terms which, in Amplex's opinion, are acceptable.
- Amplex intends to publish an offer document regarding the Offer today on 10 December 2025.
- The acceptance period of the Offer is expected to commence on or around 11 December 2025 and end on or around 23 January 2026.
More information about the Offer is available in Amplex's press release announcing the Offer, https://life-science-offer.com/.
The board of directors' evaluation of the Offer
The board of directors of ADDvise will evaluate the Offer and obtain a fairness opinion regarding the shares and warrants in ADDvise in accordance with Rule IV.3 of the Takeover rules for certain trading platforms issued by the Stock Market Self-Regulation Committee (the "Takeover Rules"). The board of directors will announce this fairness opinion and a statement with its opinion regarding the Offer no later than two weeks before the expiry of the acceptance period of the Offer.
The chairman of the board, Fredrik Celsing, is also the CEO of Amplex. Consequently, Fredrik Celsing has a conflict of interest pursuant to Rule II.18 of the Takeover Rules. For this reason, Fredrik Celsing has not participated, and will not participate, in the board of directors' handling or decisions regarding the Offer.
The board of directors has engaged Gernandt & Danielsson Advokatbyrå as legal advisor in relation to the Offer. The board will also engage an independent expert to provide the above-mentioned fairness opinion.
For further information, please contact:
Anna Ljung, board member
Tel: +46 (0) 707 66 60 30, E-mail: anna@ljung.biz
About ADDvise Group
ADDvise is an international life science group. Operating a decentralised ownership model, we develop and acquire high quality companies within the business areas Lab and Healthcare. The Group comprises more than 20 companies and generates annual revenues of close to SEK 1.7 billion. ADDvise is listed on Nasdaq First North Premier Growth Market. Mangold Fondkommission AB, +46 8 503 015 50, CA@mangold.se, is the company's Certified Adviser. More information is available at www.addvisegroup.com.
This information is information that ADDvise Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-12-10 07:35 CET.
