ADDvise Group AB (publ) (the "Company" or "ADDvise") has instructed the agent under the Company's outstanding bonds 2025/2028 with ISIN SE0025011885 (the "Bonds") to initiate a written procedure in which the Company requests that the bondholders approve certain amendments to the terms and conditions of the Bonds (the "Written Procedure"). The proposed amendments in the Written Procedure entails that the bondholders' right to request that their Bonds be repurchased by the Company at a price corresponding to 101 per cent of the nominal amount plus accrued but unpaid interest (the "Put Option") will not be triggered by (i) a change of control in relation to Amplex AB ("Amplex") or Kenneth Lindqvist or (ii) a delisting of the Company's shares from Nasdaq First North Premier Growth Market in the event that the Offer (as defined below) is completed.
As previously announced by the Company in a press release on 10 December 2025, Amplex has announced a public offer to the shareholders and warrant holders of ADDvise to transfer all shares and warrants in the Company to Amplex (the "Offer"). The price in the Offer is SEK 1.72 in cash for each class A share and class B share, respectively, and SEK 0.52 in cash for each warrant of series TO1A and series TO1B, respectively.
Completion of the Offer is conditional upon, among other things, the Offer being accepted to such an extent that Amplex becomes the owner of more than 90 per cent of the total number of shares in ADDvise (after full dilution). However, Amplex has reserved the right to waive this condition and complete the Offer at a lower acceptance level.
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. In addition, shareholders representing a total of 26.86 per cent of the shares and 20.84 per cent of the votes in ADDvise have either undertaken to accept the Offer or entered into conditional undertakings to sell their shares and warrants to Amplex. According to the offer document regarding the Offer published by Amplex on 10 December 2025, Kenneth Lindqvist is the sole owner of Amplex. In the event that Amplex completes the Offer or otherwise acquires additional shares in the Company and thereby obtains control of more than 50 per cent of the votes in the Company, the Put Option will be triggered.
Amplex intends, in the event that Amplex acquires shares corresponding to more than 90 per cent of the shares in the Company after full dilution, to commence a compulsory redemption of the remaining outstanding shares in the Company and to work to have the shares and warrants delisted from Nasdaq First North Premier Growth Market. Such a delisting of the Company's shares would also trigger the Put Option.
It is against the above background that the Company has decided to initiate the Written Procedure. The Company's decision to initiate the Written Procedure shall not be interpreted as a recommendation to shareholders and warrant holders in the Company to accept the Offer or not. As previously communicated by the Company, an independent bid committee of the board of directors will publish a fairness opinion and a statement with its opinion on the Offer no later than two weeks before the expiry of the acceptance period for the Offer.
The Agent today sends a notice of the Written Procedure to directly registered holders and nominees of the Bonds who, at the close of business on 30 December 2025, were listed in the debt register maintained by Euroclear Sweden AB.
If the bondholders approve the proposals in the Written Procedure, each bondholder who has submitted a valid voting form before the expiry of the early voting period (15.00 CET on 13 January 2026) will receive an early voting fee corresponding to 0.25 per cent of the nominal amount for which such bondholder has voted (regardless of whether such bondholder has voted for or against the proposals). The right to receive the early voting fee is subject to certain conditions set out in the notice of the Written Procedure (including that such bondholder has not disposed of its Bonds during the period up to when the payment has been made). In addition, if the bondholders approve the proposals in the Written Procedure, all bondholders will (regardless of whether they have voted in the Written Procedure and regardless of whether they have voted for or against the proposals) receive a consent fee corresponding to 0.25 per cent of the nominal amount of each Bond held by the bondholders on the record date for payment.
If a change of control occurs under the terms and conditions of the Bonds but Amplex does not achieve a shareholding of more than 90 per cent of all shares in ADDvise in connection with the Offer, Amplex has undertaken to compensate ADDvise for the share of the Company's costs for the early voting fee and the consent fee, Nordea Bank Abp (in its capacity of consent solicitation agent) and legal advisors in the Written Procedure, that corresponds to the remaining minority owners' share of all shares in ADDvise (on a fully diluted basis). The amount on which the calculation of the Amplex cost coverage undertaking will be based may not exceed SEK 6 million.[1]
The deadline for voting in the Written Procedure is 15:00 CET on 22 January 2026. The outcome of the Written Procedure will be announced in a press release when the Written Procedure has been concluded.
For more information about the Written Procedure, voting requirements and a more detailed description of the proposed amendments, please refer to the notice of the Written Procedure available on the Company's website.
Nordea Bank Abp is acting as consent solicitation agent and Gernandt & Danielsson Advokatbyrå KB is acting as legal advisor in the Written Procedure.
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.
[1] Illustrative example: If Amplex's share of all shares in ADDvise would amount to 70 per cent (on a fully diluted basis) and the costs related to the written procedure would amount to SEK 6 million, the cost coverage undertaking entails that Amplex shall reimburse ADDvise with an amount of SEK 1.8 million.
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 2026-01-02 16:42 CET.
