This statement is made by the Board of Directors of Biosergen AB (the "Company" or "Biosergen") pursuant to Section II.19 of the Swedish takeover rules for certain trading platforms (the "Takeover Rules"), due to the proposed merger between Biosergen and Flerie AB ("Flerie"). The Board of Directors of Biosergen (the "Board") has resolved to recommend the shareholders of Biosergen to vote in favour of the merger.
Background
The Boards of Directors of Biosergen and Flerie (together the "Companies") today jointly announced that the Board and the Board of Directors of Flerie have adopted a merger plan (the "Merger Plan") to carry out a merger of the Companies through a statutory merger in accordance with Chapter 23, Section 1 of the Swedish Companies Act (the "Merger"). The Merger will be implemented by Biosergen being absorbed by Flerie. The Merger is conditional upon, inter alia, approval at an extraordinary general meeting in Biosergen on 6 August 2026.
This statement is made by the Board pursuant to Section II.19 of the Takeover Rules.
New shares in Flerie will be issued to Biosergen's shareholders in proportion to their existing shareholdings in Biosergen as merger consideration 31 shares in Biosergen entitle the holder to one new ordinary share in Flerie (the "Merger Consideration"), i.e. new ordinary shares in Flerie will be issued to Biosergen's shareholders in proportion to their existing shareholdings in Biosergen at an exchange ratio of 31:1.
The Merger Consideration has been determined with the aim of achieving a fair allocation of the value in Flerie following completion of the Merger between the shareholders of Flerie and Biosergen. In determining a fair merger consideration for the shareholders of both Flerie and Biosergen, the valuation has been based on arm's length negotiations between Flerie and Biosergen, taking into account, inter alia, the terms and conditions of the Rights Issue and the subscription price applied therein, for which several shareholders have provided subscription and guarantee undertakings.
In determining the exchange ratio, Biosergen has been ascribed a value of approximately SEK 0.67 per share, corresponding to a premium of approximately 33 per cent compared to the subscription price in the Rights Issue. The implied valuation of Biosergen is accordingly derived from the proceeds to be raised through the Rights Issue, plus a premium of 33 per ent. Flerie has been ascribed a value of SEK 20.29 per share, corresponding to the average of Flerie's daily volume-weighted average price (VWAP) for each of the five (5) trading days preceding the announcement of the Merger.
In connection with the Merger, Biosergen intends to carry out a rights issue of approximately SEK 39.9 million (the "Rights Issue"). The purpose of the Rights Issue is to secure financing for the continued operations and the continued development of the Company's project BSG005, including additional CMC work, completion of cohort 3 and other clinical work. Further terms and conditions of the Rights Issue are set out in the press release regarding the Rights Issue published by the Company earlier today on 26 June 2026, and in the information document that the Company intends to prepare and publish on or around 6 August 2026.
The Board's evaluation of the Merger
The Board's view of the Merger is based on an assessment of several factors that the Board has considered to be relevant in the evaluation of the Merger. These factors include, but are not limited to, Biosergen's business, current strategic and financial position, prospects of raising necessary financing for continued operations and development of the Company's projects, current market conditions, operational prospects and challenges, the Company's expected future development and opportunities, as well as risks related to these factors.
The Board notes that the Company is in need of additional financing to continue the development of its projects. Despite the fact that an evaluation of various financing alternatives has been carried out, the Board considers that the Company's ability to raise the required capital on a standalone basis is limited. Through the Merger and the planned Rights Issue, the conditions for securing the Company's long-term financing needs are expected to improve significantly compared to if Biosergen were to carry out a rights issue as a standalone company.
The Board believes that the Merger entails a number of strategic benefits for Biosergen, including, inter alia:
- The Merger creates the conditions for long-term sustainable financing of Biosergen's operations and the continued development of BSG005.
- Through the Merger, Biosergen's shareholders gain ownership in a larger, financially stronger and more diversified life science company with access to significant industrial expertise and a broad international network.
- The combined company is expected to have greater ability to attract capital, establish strategic partnerships and carry out value-creating transactions than Biosergen as a standalone company.
- Flerie's experience in pharmaceutical development, regulatory processes, CMC, manufacturing and commercialisation is expected to strengthen the conditions for developing and maximising the value of BSG005. The Board considers in particular that Flerie's expertise and network in pharmaceutical manufacturing and scale-up can contribute to reducing development risks and streamlining the continued development of the project.
- The Merger also creates better conditions for Biosergen to operate in a private environment, where the company can fully focus on its drug development without the constraints that a stock exchange listing entails in the current capital market, while shareholders continue to gain exposure to future value creation through their ownership in Flerie.
The Board considers that the Merger increases the opportunities to realise the long-term value of BSG005 compared to if Biosergen were to continue as a standalone company. In summary, the Board believes that the Merger is to the benefit of Biosergen and its shareholders. The Board further believes that the Merger Consideration is fair from a financial point of view for Biosergen's shareholders.
Against the above background, the Board unanimously recommends the shareholders of Biosergen to vote in favour of the Merger.
In the joint announcement of the Merger, Biosergen and Flerie have stated that there are currently no decisions to implement any material changes to Biosergen's or Flerie's employees or to the current organisation and operations, including terms and conditions of employment and the locations from which the Companies conduct their business, beyond customary integration measures and adjustments to the operations in connection with the business going forward being conducted in a private environment following completion.
Effects on Biosergen and its employees
In the joint announcement of the Merger, Biosergen and Flerie have stated that the current Board of Directors and management of Flerie are expected to continue in their respective roles. The Board of Directors consists of Thomas Eldered, Cecilia Edström, Anders Ekblom, Holger Kissel and Jenni Nordborg. Ted Fjällman serves as CEO, and Cecilia Stureborg von Schéele serves as deputy CEO and CFO.
Following completion of the Merger, Biosergen's operations will be contributed to a new subsidiary of Flerie's wholly owned subsidiary, Flerie Invest AB.
Furthermore, there are currently no decisions to implement any material changes to the operations of Flerie or Biosergen, or to the locations from which the Companies conduct their business. Nor are any changes planned with respect to the Companies' management or other employees, including terms and conditions of employment beyond customary integration measures and adjustments to the operations in connection with the business going forward being conducted in a private environment following completion.
Applicable law and disputes
Disputes concerning, or arising out of or in connection with, this statement shall be exclusively settled by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.
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Solna on 26 June 2026
Biosergen AB
The Board of Directors
Advisors
Zonda Partners is financial advisor and BAHR is legal advisor to the Company, and Setterwalls Advokatbyrå is legal advisor to Flerie in connection with the Merger.
For additional information regarding Biosergen, please contact:
Tine Kold Olesen, CEO
Telephone: +45 3135 5707
E-mail: tine.olesen@biosergen.net
Mark Beveridge, CFO
Telephone: +46 76 805 8288
E-mail: mark.beveridge@biosergen.net
The information was submitted for publication, by the agency of the contact persons above, on 26 June 2026.
The Company's Certified Adviser is DNB Carnegie Investment Bank AB (publ).
About Biosergen
Biosergen is a biotechnology company in the clinical stage within the therapeutic field of life-threatening fungal diseases. Biosergen's mission is to develop the drug candidate BSG005, including new formulations, into a new first-line treatment choice for resistant and/or difficult-to-treat invasive fungal infections. The company strives to set a new standard for combating these infections where current treatments are insufficient, thereby saving thousands of lives every year among immune-compromised cancer, transplant and AIDS patients.
