Revenio Group Corporation | Inside Information | September 21, 2026 at 12:30:00 EEST
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Revenio Group Corporation ("Revenio" or the "Company") announced on April 13, 2026, in connection with the acquisition of LT International SAS, the parent company of Visionix International group, (the "Visionix Transaction") that it was planning a rights offering. The Board of Directors of Revenio has today resolved on a fully underwritten rights offering of approximately EUR 80 million (the "Offering"). William Demant Invest A/S ("William Demant"), Caravelle Capital SAS ("Caravelle Capital") and the 15 other sellers in the Visionix Transaction, have each separately and irrevocably committed to subscribe for on the basis of the Subscription Rights (as defined below) allocated to them, an aggregate amount of approximately 31.4 percent of the Offer Shares (as defined below) offered in the Offering. In addition, Nordea Bank Abp ("Nordea") has entered into an underwriting agreement with the Company (the "Underwriting Agreement") pursuant to which Nordea has agreed, subject to certain customary terms and conditions, to procure subscribers for any Offer Shares (as defined below) that may remain unsubscribed for in the Offering, excluding the Offer Shares that are covered by the Subscription Commitments, or to subscribe for such Offer Shares itself.
In the Offering, the Company will offer for subscription, based on pre-emptive rights for existing shareholders, a maximum of 12,929,361 new shares in the Company (the "Offer Shares") based on the authorization granted by the Annual General Meeting of the Company held on May 12, 2026. The subscription price is EUR 6.19 per Offer Share (the "Subscription Price"). The net proceeds received from the Offering will be used for the repayment of the outstanding EUR 80 million bridge-to-equity facility (the "Bridge Facility") related to the Visionix Transaction, whereby Revenio aims to secure balanced capital structure and sufficient financial flexibility to execute its strategy. The Visionix Transaction is a key element in the execution of Revenio's strategy and strengthens Revenio's ability to accelerate growth and value creation through a broader market opportunity, increased scale and synergies arising from the Visionix Transaction.
The Board of Directors of the Company announces the terms and conditions of the Offering today.
The Offering in brief
- The Company aims to raise gross proceeds of approximately EUR 80.0 million by offering up to 12,929,361 Offer Shares for subscription in the Offering with pre-emptive rights for existing shareholders in the Company.
- The record date of the Offering is September 23, 2026 (the "Record Date"). Shareholders who are registered in Revenio's shareholders' register maintained by Euroclear Nordics Ltd ("Euroclear Nordics") on the Record Date will receive one (1) subscription right in the form of a book-entry (the "Subscription Right") for each one (1) existing share of the Company (the "Existing Share") owned by the shareholder on the Record Date.
- Nine (9) Subscription Rights entitle its holder to subscribe for four (4) Offer Shares at the Subscription Price (the "Primary Subscription Right").
- The Subscription Price is EUR 6.19 per Offer Share.
- The Subscription Price implies a discount customary for rights issues of approximately 43.8 percent compared to the theoretical ex-rights price based on the closing price of the Existing Shares on the regulated market of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on the trading day immediately preceding the decision on the Offering (September 18, 2026).
- The first trading date of Revenio's shares without Subscription Rights is September 22, 2026.
- The subscription period will commence on September 28, 2026, at 9:30 a.m. (Finnish time) and end on October 12, 2026, at 4:30 p.m. (Finnish time) (the "Subscription Period").
- Public trading of the Subscription Rights on the regulated market of Nasdaq Helsinki is expected to commence on September 28, 2026, at 10:00 a.m. (Finnish time) and end on October 6, 2026, at 6:30 p.m. (Finnish time).
- The Offering is fully underwritten, subject to customary terms and conditions:
- William Demant, Caravelle Capital and the 15 other sellers in the Visionix Transaction, have each separately and irrevocably committed to subscribe for on the basis of the Subscription Rights allocated to them, an aggregate amount of approximately 31.4 percent of the Offer Shares offered in the Offering, and to pay the Subscription Price for such Offer Shares (either by itself and/or on behalf of its controlled entity) under certain customary conditions (each separately a "Subscription Commitment" and together, the "Subscription Commitments").
- Pursuant to the Underwriting Agreement, Nordea has agreed, subject to certain customary terms and conditions, to procure subscribers for any Offer Shares that may remain unsubscribed for in the Offering, excluding the Offer Shares that are covered by the Subscription Commitments, or to subscribe for such Offer Shares itself (the "Underwriting").
- Nordea is acting as the sole global coordinator and bookrunner for the Offering (the "Global Coordinator").
Background of the Offering
The objective of the Offering is to fund a portion of the cash payments made by Revenio in connection with the Visionix Transaction by repaying the outstanding Bridge Facility related to the Visionix Transaction, whereby Revenio aims to secure balanced capital structure and sufficient financial flexibility to execute its strategy. The Visionix Transaction is a key element in the execution of Revenio's strategy and strengthens Revenio's ability to accelerate growth and value creation through a broader market opportunity, increased scale and synergies arising from the Visionix Transaction.
To this end, the Company aims to raise gross proceeds of approximately EUR 80.0 million and net proceeds of approximately EUR 77.1 million by offering Offer Shares for subscription.
Terms and conditions of the Offering in brief
The Record Date of the Offering is September 23, 2026. Shareholders who are registered in Revenio's shareholders' register maintained by Euroclear Nordics on the Record Date will receive one (1) Subscription Right in the form of a book-entry for each one (1) Existing Share of the Company owned by the shareholder on the Record Date. Nine (9) Subscription Rights entitle its holder to subscribe for four (4) Offer Shares at the Subscription Price. The Subscription Rights will be registered on the shareholders' book-entry accounts no later than on September 25, 2026, in the book-entry system maintained by Euroclear Nordics.
The Subscription Price is EUR 6.19 per Offer Share. The Subscription Price implies a discount customary for rights issues of approximately 43.8 percent compared to the theoretical ex-rights price based on the closing price of the Existing Shares on the regulated market of Nasdaq Helsinki on the trading day immediately preceding the decision on the Offering (September 18, 2026). The Subscription Price shall be recorded into the Company's reserve for invested unrestricted equity.
If the Offer Shares are not fully subscribed for pursuant to the Primary Subscription Right, both holders of Subscription Rights and investors who do not hold Subscription Rights may submit orders to subscribe for any such Offer Shares (the "Secondary Subscription Right"). The Offer Shares subscribed for without Subscription Rights will be allocated first to those who have also subscribed for Offer Shares pursuant to the Primary Subscription Rights; second to those who have subscribed for Offer Shares without Subscription Rights pursuant to Secondary Subscription Rights only; and third to subscribers procured by Nordea or, when such subscribers have not been procured, to Nordea in accordance with, and subject to, the terms and conditions of the Underwriting Agreement. For exact allocation principles and approval of subscriptions, please see the full terms and conditions attached to this release as Appendix 1.
In accordance with the normal clearing period for trading on the regulated market of Nasdaq Helsinki, trades in the Existing Shares made no later than on September 21, 2026, will affect the shareholders' register as at the Record Date. The Subscription Period will commence on September 28, 2026, at 9:30 a.m. (Finnish time) and end on October 12, 2026, at 4:30 p.m. (Finnish time). The Board of Directors of the Company is entitled to extend the Subscription Period. Any extension will be announced by the Company through a stock exchange release no later than on October 12, 2026. Holders of Subscription Rights may sell their Subscription Rights at any time during the public trading of the Subscription Rights. Public trading of the Subscription Rights on the regulated market of Nasdaq Helsinki commences on September 28, 2026, at 10:00 a.m. (Finnish time) and ends on October 6, 2026, at 6:30 p.m. (Finnish time). The price of the Subscription Rights on the regulated market of Nasdaq Helsinki will be determined in market trading. The Offer Shares subscribed for pursuant to the exercise of the Subscription Rights will be recorded on the subscriber's book-entry account as interim shares representing the Offer Shares (the "Interim Shares") after the subscription has been effected. The Interim Shares are freely transferable and trading with the Interim Shares on the regulated market of Nasdaq Helsinki, as a separate class of securities, is expected to take place during the period from and including September 29, 2026, up to and including October 16, 2026, under the trading code "REG1VN0126." Any unexercised Subscription Rights will expire without any compensation at the end of the Subscription Period on October 12, 2026, at 4:30 p.m. (Finnish time).
Revenio will publish the final results of the Offering through a stock exchange release on or about October 15, 2026.
Trading in the Offer Shares on the regulated market of Nasdaq Helsinki together with the Existing Shares is expected to commence on or about October 19, 2026.
Subscription Commitments and Underwriting
William Demant, Caravelle Capital and the 15 other sellers in the Visionix Transaction, have each separately and irrevocably committed to subscribe for on the basis of the Subscription Rights allocated to them, an aggregate amount of approximately 31.4 percent of the Offer Shares offered in the Offering, and to pay the Subscription Price for such Offer Shares (either by itself and/or on behalf of its controlled entity) under certain customary conditions.
Nordea has entered into the Underwriting Agreement with the Company pursuant to which Nordea has agreed, subject to certain customary terms and conditions, to procure subscribers for any Offer Shares that may remain unsubscribed for in the Offering, excluding the Offer Shares that are covered by the Subscription Commitments, or to subscribe for such Offer Shares itself.
Indicative timetable of the Offering
| Record Date of the Offering | September 23, 2026 |
| Subscription Period commences | September 28, 2026 |
| Trading in the Subscription Rights commences on the regulated market of Nasdaq Helsinki | on or about September 28, 2026 |
| Trading in the Interim Shares commences on the regulated market of Nasdaq Helsinki | September 29, 2026 |
| Trading in the Subscription Rights ends on the regulated market of Nasdaq Helsinki | October 6, 2026 |
| The Subscription Period of the Offering ends and unexercised Subscription Rights expire without any compensation | October 12, 2026 |
| Announcement of the preliminary results of the Offering | on or about October 13, 2026 |
| Announcement of the final results of the Offering | on or about October 15, 2026 |
| Trading in the Interim Shares ends on the regulated market of Nasdaq Helsinki | on or about October 16, 2026 |
| The Offer Shares are registered in the trade register maintained by the Finnish Patent and Registration Office | on or about October 16, 2026 |
| The Offer Shares subscribed for in the Offering will be recorded in the book-entry accounts of investors | on or about October 19, 2026 |
| Trading in the Offer Shares commences on the regulated market maintained by Nasdaq Helsinki | on or about October 19, 2026 |
Advisors
Nordea is acting as the Global Coordinator and bookrunner for the Offering. White & Case LLP is acting as legal advisor to the Company in connection with the Offering. Hannes Snellman Attorneys Ltd is acting as legal advisor to the Global Coordinator in connection with the Offering. IR Partners Oy is acting as communications advisor to the Company.
Availability of documents
The Company has submitted a Finnish language prospectus (the "Prospectus") for approval by the Finnish Financial Supervisory Authority. The Prospectus is expected to be approved on or about September 25, 2026. The Prospectus, the English language translation of the Prospectus and the documents incorporated by reference therein (together, the "Offering Documents") will be available at the latest on September 28, 2026, before the commencement of the Subscription Period on the Company's website at www.reveniogroup.fi/sijoittajat/merkintaoikeusanti_2026 and www.reveniogroup.fi/investors/rights_offering_2026.
The full terms and conditions of the Offering are attached to this release as Appendix 1.
For further information, please contact
CEO Jouni Toijala
+358 50 484 0085
jouni.toijala@revenio.fi
Distribution
Nasdaq Helsinki Oy
Financial Supervisory Authority (FIN-FSA)
Main media
www.reveniogroup.fi/en
Revenio Group in brief
Revenio is a leading turnkey solutions provider in the global eye care market. The group offers fast, user-friendly, and reliable tools for diagnosing a wide variety of eye diseases. Revenio's solutions include e.g. tonometers, fundus imaging devices, optical coherence tomography (OCT), perimeters, multimodal devices, refraction systems, and software solutions under iCare and Visionix.
In May 2026, Revenio joined forces with Visionix, creating the most innovative, creative and comprehensive entity serving eye care professionals across optometry, optical retail and ophthalmology. In 2025, the Group's net sales totaled EUR 109.7 million, with an operating profit of EUR 25.4 million. In 2025, the Group's pro forma net sales totaled EUR 252.8 million, with a pro forma adjusted EBITDA of EUR 45.3 million. Revenio Group Corporation is listed on Nasdaq Helsinki with the trading code REG1V.
Important Information
This announcement is not being made in and copies of it may not be distributed or sent into the United States, the United Kingdom, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa.
This announcement is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and underlying legislation. The Prospectus prepared pursuant to the Prospectus Regulation and subject to approval by the Finnish Financial Supervisory Authority will be published, and, when published, can be obtained from the Company and other places indicated in the Prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the Prospectus.
This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
In any member state of the European Economic Area other than Finland (each a "Relevant State"), this information and this offering are only addressed to and directed at (a) persons who are "Qualified Investors" within the meaning of Article 2(e) of the Prospectus Regulation; or (b) in any other circumstances falls within Article 1(4) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, such investors. This announcement should not be acted upon or relied upon in any Relevant State by persons who do not fulfill such criteria.
This announcement does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This announcement is being distributed to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (iii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This announcement contains unaudited pro forma financial information, which are presented for the year ended December 31, 2025, for illustrative purposes only to give effect to the Visionix Transaction and its financing to the Company's historical financial information. The unaudited pro forma financial information may differ from the Company's actual financial results. The unaudited pro forma financial information does not purport to project any future financial results of the Company.
The Global Coordinator is acting exclusively for the Company and no one else in connection with the Offering. The Global Coordinator will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offering. The Global Coordinator will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to in this announcement.
Forward-looking Statements
This announcement includes "forward-looking statements." These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims," "anticipates," "assumes," "believes," "could," "estimates," "expects," "intends," "may," "plans," "should," "will," "would" and similar expressions as they relate to the Company and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. Neither the Company nor any of its affiliates, advisors, representatives or any other person undertakes any obligation to review, confirm or publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this announcement.
