Episurf Medical AB (publ) (Nasdaq: EPIS B) has entered into an agreement to acquire a portfolio consisting of 36 properties, primarily LSS housing facilities, with a total agreed property value of approximately SEK 697 million. The acquisition is carried out through Episurf acquiring all shares in Bolaget XX22 AB and its wholly-owned subsidiary Mofast Invest II AB and indirect subsidiaries from Mofast AB (Publ), thereby further strengthening the Company's real estate initiative with a diversified portfolio of social infrastructure properties with stable rental income.
"The Mofast acquisition is an important step for us. It contributes stable cash flows and builds volume in the platform, which in turn creates the conditions for genuine scalability and high returns. At the same time, we are strengthening the shareholder base with established actors and expanding our cooperation with Nordic banks."
- Jens Andersson, CEO, Episurf Medical
"The sale is good for Mofast. We also take it as further evidence of our ability to divest properties in line with net asset value. At the same time, we believe in Ilija Batljan's and Jens Andersson's ability to build strong shareholder value in Episurf."
- Eric Fischbein, CEO Mofast
The Acquisition in Brief
Episurf has entered into an agreement to acquire all shares in Bolaget XX22 AB, reg. no. 559569-3788, and its wholly owned subsidiary Mofast Invest II AB, reg. no. 559239-4448, as well as a number of indirect subsidiaries from Mofast AB (Publ), reg. no. 559124-6052.
The property portfolio consists of 36 social infrastructure properties, primarily LSS housing facilities, with municipalities and regions as tenants.
The total agreed property value amounts to approximately SEK 697 million and the preliminary purchase price for the shares amounts to SEK 77 million, taking into account a deduction for deferred tax. Preliminary intra-group debt to the Seller will be settled in an amount of approximately SEK 164.5 million. The total preliminary consideration to the Seller amounts to approximately SEK 241.5 million.
Annual rental income in the property portfolio amounts to approximately SEK 65.6 million and the guaranteed net operating income for 2026 amounts to SEK 41.5 million.
Settlement of the Purchase Price and Planned Issue to Mofast AB
The preliminary purchase price of SEK 77 million will be settled on the closing date through the issuance of a promissory note (the "Consideration Share Note"), intended to be offset through a directed new share issue against 1,711,111,111 class B shares in Episurf at a subscription price of SEK 0.045 per class B share, representing a discount of approximately 18% compared to the closing price as of 1 April 2026.
The preliminary intra-group debt of approximately SEK 164.5 million will be settled on the closing date through the issuance of two promissory notes intended to be offset against convertible debt instruments convertible into class B shares in Episurf; one instrument with a principal amount of SEK 77 million ("Convertible Loan 1") and one instrument with a principal amount of approximately SEK 87.5 million ("Convertible Loan 2"). The loans carry maturities of 24 and 25 months respectively and an interest rate of STIBOR plus 1.25 percent.
The Seller has the right to convert all or part of the loan amount under Convertible Loan 1 into class B shares during the period of 6-18 months from the date of issuance of the promissory note at a conversion price of SEK 0.055 per class B share. The Seller has the right to convert the loan amount under Convertible Loan 2 into class B shares at the following conversion prices: SEK 0.055 per class B share (months 1-6 from closing), SEK 0.065 per class B share (months 7-12 from closing), SEK 0.075 per class B share (months 13-18 from closing) and SEK 0.085 per class B share (months 19-24 from closing).
The financing consists of the assumption of existing senior debt from a Nordic bank.
Dilution
The issuance of class B shares through offset of the Consideration Share Note may result in a dilution for existing shareholders of up to 37.8 percent based on the current number of registered shares.
On the further assumption of full conversion of Convertible Loan 1 and conversion of Convertible Loan 2 equivalent to one quarter of the original value of Convertible Loan 2 per semi-annual period, the dilution after 24 months for existing shareholders amounts to 61.0 percent based on the current number of registered shares. On a fully diluted basis, the dilution amounts to 15.8 percent under the same assumption of full conversion.
Background and Rationale
On 30 December 2025, the Board of Directors of Episurf announced that the Company had resolved to acquire real estate companies in order to broaden its operations and strengthen its financial position. On 26 January 2026, the Company announced the acquisition of KlaraBo Empire Holding with a property value of SEK 897 million.
The acquisition of Mofast Invest II AB constitutes a further step in the Company's strategy to build a broad and cash flow-generating real estate platform with an opportunistic focus on higher-yielding properties. Based on already signed property acquisitions, Episurf's real estate segment's annual rental income on a pro forma basis following the acquisition is expected to increase from approximately SEK 152 million to approximately SEK 218 million, and the property management result from approximately SEK 73 million to approximately SEK 92 million. Total assets in the real estate segment are expected to increase from approximately SEK 2,346 million to approximately SEK 3,122 million.
The property portfolio consists predominantly of LSS housing facilities with municipalities and regions as long-term tenants, providing stable and predictable cash flows. The acquisition is in line with the Company's ambition to grow with a focus on cash flow and returns.
Conditions to Closing
Closing is expected to take place during the first half of 2026, subject to the lender of the existing senior debt approving the transaction and the ISP (Inspektionen för strategiska produkter) resolving to take no action on the notification of the transaction or granting approval for the transaction.
Key Metrics for the Property Portfolio
The property portfolio has an agreed property value of SEK 697 million, representing a discount of 5% to book value, a lettable area of approximately 49,500 sqm, annual rental income of approximately SEK 65.6 million and a guaranteed net operating income for 2026 of SEK 41.5 million. The weighted average unexpired lease term (WAULT) is 4.7 years, and the majority of the rental value derives from municipalities.
About the Property Portfolio
The property portfolio consists of 36 social infrastructure properties with a total lettable area of approximately 49,500 sqm. The portfolio consists primarily of LSS housing facilities with municipalities and regions as tenants, providing stable rental income with low vacancy risk. Continued management of the portfolio will be carried out in close cooperation with Mofast's experienced property management team, ensuring local expertise and operational continuity.
For a complete overview of the portfolio, please refer to Appendix 1 - The Property Portfolio.
About Mofast AB (Publ)
Mofast AB (Publ), reg. no. 559124-6052, is a Swedish real estate company headquartered in Stockholm. The company is the Seller in this transaction and holds all shares in Mofast Invest II AB.
For Further Information, Please Contact:
Jens Andersson, CEO, Episurf Medical
Email: jens.andersson@episurf.com
About Episurf Medical
Episurf Medical is a real estate company with exposure to a diversified portfolio of real estate assets. The Company's objective is to create value growth through the acquisition and management of Nordic properties. The Company also has a medical technology business based on the patient-specific implant Episealer® and associated surgical instruments, used to treat cartilage damage in joints. Episurf Medical's head office is located in Stockholm, Sweden.
