The independent bid committee of ADDvise recommends that holders of shares and warrants who have a short-term perspective on their ownership or who do not wish to be owners in a listed ADDvise with a more concentrated ownership structure to accept the Offer. However, the independent bid committee is of the opinion that ADDvise has the potential to create value that is greater than the Offer for holders of shares and warrants who have a long-term perspective on their ownership. The Offer is not deemed to be fair from a financial perspective according to an independent fairness opinion provided by Pareto. However, the independent bid committee urges those considering not accepting the Offer to take into account that it is not possible to guarantee that the market price of the Company's shares or warrants will exceed the consideration in the Offer in the future and that a continued ownership in ADDvise after the Offer may be associated with risks, some of which are described in more detail in this statement.
Background
On 10 December 2025, Amplex AB ("Amplex" or the "Bidder") announced a public offer to the holders of shares and warrants in ADDvise Group AB (publ) ("ADDvise" or the "Company") to transfer all their shares and warrants in the Company to Amplex (the "Offer").
This statement regarding the Offer is made by an independent bid committee of ADDvise in accordance with Rule II.19 of the Takeover rules for certain trading platforms issued by the Stock Market Self-Regulation Committee (the "takeover rules"). The independent bid committee consists of the board members Anna Ljung and Johanne Brændgaard.
ADDvise's chairman of the board, Fredrik Celsing, is also the CEO of Amplex, and the board members Rikard Akhtarzand and Thomas Eklund have entered into agreements regarding conditional transfers of their shares and warrants in ADDvise to Amplex in connection with the Offer. Fredrik Celsing, Rikard Akhtarzand and Thomas Eklund therefore have a conflict of interest pursuant to Rule II.18 of the takeover rules and have for that reason not participated in the handling of or decisions regarding this statement.
As Fredrik Celsing is the CEO of Amplex, Section IV of the takeover rules is applicable. This means that ADDvise is obliged to obtain a valuation opinion (a so-called fairness opinion) regarding the shares and warrants in ADDvise from an independent expert. The independent bid committee has obtained such an opinion from Pareto Securities AB ("Pareto"). Pareto receives a fixed fee for the fairness opinion that is not dependent on the size of the consideration in the Offer, the extent to which acceptances of the Offer are received or whether the Offer is completed. Pareto deems the Offer to not be fair from a financial perspective for the holders of shares and warrants of the Company (subject to the assumptions and considerations set out in the fairness opinion).
The independent bid committee has engaged Gernandt & Danielsson Advokatbyrå as legal advisor in connection with the Offer.
Summary of the Offer
Consideration in the Offer
Amplex offers SEK 1.72 in cash for each class A share and class B share and SEK 0.52 in cash for each warrant of series TO1A and series TO1B in ADDvise.
The consideration in the Offer represents a premium in relation to the closing price of the securities on Nasdaq First North on 9 December 2025 (which was the last trading day prior to the announcement of the Offer), the volume-weighted average price of the securities on Nasdaq First North during the last 30 trading days up to and including 9 December 2025 ("VWAP 30") and the volume-weighted average price of the securities on Nasdaq First North during the last 60 trading days up to and including 9 December 2025 ("VWAP 60") in accordance with the following:
ADDvise Group AB (publ) Tel: +46 (0) 707 66 60 30, Email: 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 part of all shares in ADDvise would amount to 70 per cent (on a fully diluted basis) and the costs for 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 (i.e. 30 per cent of 6 million). © 2026 GlobeNewswire (Europe)
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