THIS ANNOUNCEMENT SHOULD NOT BE DISTRIBUTED, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT SHOULD ALSO NOT BE DISTRIBUTED IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ANY OTHER DOCUMENTATION, REGISTRATION, OR MEASURES BEYOND WHAT IS GOVERNED BY SWEDISH LAW.
The Swedish Companies Registration Office (Sw. Bolagsverket) has today registered the merger between Flerie AB (publ) ("Flerie") and Biosergen AB ("Biosergen"). The merger between Flerie and Biosergen is thus completed.
With the registration, the merger has obtained final legal effect, and all assets and liabilities of Biosergen have been transferred to Flerie. The merged company retains the name Flerie AB (publ) and will continue to be headquartered in Stockholm. In connection with the registration, Biosergen's operations have been transferred to a new subsidiary of Flerie's wholly-owned subsidiary, Flerie Invest AB.
In conjunction with the registration of the merger, the Swedish Companies Registration Office has today registered the issuance of 2,667,234 new ordinary shares in Flerie as merger consideration. As a result of the issue, Flerie's share capital has increased by SEK 5,867,914.80. Consequently, Flerie now has a total share capital of SEK 196,602,859.20, divided into 89,364,936 shares, all of which are ordinary shares.
The shareholders listed in Biosergen's share ledger as of the record date 26 October 2026 will receive merger consideration. For every thirty-one (31) shares held in Biosergen, shareholders will receive one (1) newly issued ordinary share in Flerie. No actions will be required from Biosergen's shareholders in order to receive the merger consideration.
Biosergen's shareholders are expected to receive these new shares, i.e. the merger consideration, on or about 28 October 2026. Trading in Flerie's shares will continue as usual and will not be affected by the merger process.
For more information, please contact:
Ted Fjällman, CEO of Flerie
E-mail: ir@flerie.com
Telephone: +46 (0)76 600 89 26
About Flerie
Flerie is an active long-term life science investor, with a broad and diversified portfolio of innovative companies based on pioneering science. We invest in product development and commercial growth opportunities globally alongside other leading investors, focusing predominantly on private companies that are otherwise difficult to access. Flerie's active ownership model, broad network and resources support and accelerate the development of the portfolio projects, creating value for shareholders. Flerie AB's ordinary share is listed on Nasdaq Stockholm with the ticker FLERIE. For further information please visit www.flerie.com.
Important Information
In the information below, "this press release" refers to this document, its content or part thereof, oral presentations, question papers and written or oral material discussed or distributed in connection therewith. This press release is not a notice to attend an extraordinary general meeting or a merger document. This press release is also not an offer to sell, or a solicitation or invitation to submit an offer to buy, acquire or subscribe for, securities, or an incentive to make any investment, and there will be no sale of securities in jurisdictions where such an offer, request or sale would be prohibited without registration or qualification under such jurisdiction's securities law. Decisions regarding the legal merger between Flerie and Biosergen shall be made solely on the basis of information stated in the actual notices to attend Flerie's and Biosergen's extraordinary general meetings, and the merger document relating to the merger, and to independent analyses of the information therein. You should read the merger document, which will be available before the extraordinary general meetings which will decide on the issues set forth herein, to obtain more complete information on the merger. You should also do an independent analysis of the information contained therein and the merger document before making an investment decision.
This press release contains forward-looking information. Forward-looking information is inherently associated with known and unknown risks, uncertainties, assumptions and other factors, as it relates to circumstances and depends on circumstances that occur in the future, whether within or outside the respective companies or the merged company's control. Such factors may cause actual results, performance and actual development to deviate significantly from what is expressed or implied in the forward-looking information. Although each company's management believes that their expectations stated in the forward-looking information are reasonable based on such information that is available to them, no guarantee is given that such forward-looking information will prove to be accurate. Undue weight should not be given to forward-looking information. The forward-looking information applies only to the day of this press release and neither Flerie nor Biosergen undertake any obligation to update the forward-looking information beyond what is required pursuant to applicable law. Flerie's and Biosergen's past performance does not guarantee, and does not represent, the future performance of the merged company. Furthermore, Flerie, Biosergen and their respective subsidiaries, senior executives, employees and agents undertake no obligation to review, update or confirm expectations or estimates, or revise forward-looking information to reflect events that occur, or circumstances that arise, in relation to the content of the press release.
