DeMina Skolintressenter AB completes its recommended cash offer to the shareholders of Atvexa and extends the acceptance period

DeMina Skolintressenter AB completes its recommended cash offer to the shareholders of Atvexa and extends the acceptance period

On 11 July 2022, Peter Weiderman, LarsBrune, Sara Karlin and Katarina Sjögren (together the "Bidder Group"), through DeMina Skolintressenter AB ("DeMina"), announced a recommended public tender offer to the shareholders of Atvexa AB (publ) ("Atvexa") to transfer all their shares in Atvexa to DeMina for a consideration of SEK 88 per B-share ("the Offer"). At the end of the initial acceptance period on 9 August 2022, the Offer had been accepted by shareholders representing 3,720,797 B-shares in Atvexa, corresponding to approximately 30.6 percent of the shares and approximately 5.3 percent of the votes. This means that the Offer has been accepted to the extent that DeMina, together with the shares in Atvexa currently held by the Offeror Group, will hold approximately 99.0 percent of the shares and approximately 99.8 percent of the votes in Atvexa. DeMina is now completing the Offer and at the same time extending the acceptance period until 19 August 2022 to give remaining shareholders an additional opportunity to accept the Offer.

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The outcome of the Offer

DeMina did not hold any shares in Atvexa at the time of the announcement of the Offer. At the end of the initial acceptance period on 9 August 2022, the Offer had been accepted by shareholders representing 3,720,797 B-shares in Atvexa, corresponding to approximately 30.6percent of the shares and approximately 5.3 percent of the votes.

The Offeror Group held, directly or indirectly, 6,482,992 A-shares and 1,818,197 B-shares in Atvexa, corresponding to approximately 68.4 per cent of the shares and approximately 94.5 per cent of the votes, at the time of announcement of the Offer. The Offeror Group will, in connection with the completion of the Offer, tender all of its shares in Atvexa to DeMina, with the result that, together with the acceptances received in the Offer, DeMina will control 6,482,992 A Shares and 5,538,994 B Shares in Atvexa, representing approximately 99.0 percent of the shares and approximately 99.8 percent of the votes.

Neither DeMina nor the Offeror Group has acquired shares in Atvexa outside the Offer. Nor does DeMina or the Bidder Group hold any other financial instruments that provide a financial exposure to Atvexa's shares.

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The offer is completed

As the Offer has been accepted to the extent that DeMina, together with the shares in Atvexa currently held by the Offeror Group, holds more than 90 per cent. of the shares in Atvexa, all conditions for the completion of the Offer are fulfilled. Accordingly, the Offer is declared unconditional in all respects and DeMina will complete the acquisition of the shares tendered in the Offer.

Settlement for the shares tendered in the Offer up to 9 August 2022 will commence on 16 August 2022.

DeMina intends to call for compulsory redemption of the remaining shares in Atvexa and will seek the delisting of Atvexa's B-share from Nasdaq Stockholm.

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Extension of the acceptance period

In order to provide shareholders who have not accepted the Offer with an additional opportunity to accept the Offer, DeMina has decided to extend the acceptance period until 19 August 2022 at 15:00 CEST. Settlement for the shares tendered during the extended acceptance period is expected to commence on or about 26 August 2022.

During the extended acceptance period, DeMina may acquire, or enter into agreements to acquire, shares in Atvexa. Such acquisitions or agreements shall be made in accordance with applicable Swedish laws and regulations.

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Advisor

SEB Corporate Finance, Skandinaviska Enskilda Banken AB ("SEB") and Nordea Corporate Finance, part of Nordea Bank Abp, branch in Sweden, ("Nordea") are acting as financial advisors and KANTER Advokatbyrå is acting as legal advisor to DeMina in connection with the Offering.

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Information about the Offer

Information on the Offer is available at www.demina-offer.com

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Contact person

Sara Karlin, Chairman of Atvexa and DeMina contact
E-mail: sara_karlin@yahoo.se
Tel: 076 22 68 503

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Important information

DeMina Skolintressenter AB discloses the information in this press release in accordance with the Act (2006:451) on Public Takeover Offers on the Stock Market and the Takeover Rules. The information was submitted for publication on 11 August 2022 at 15:00 (CEST).

This press release has only been published in English.

SEB and Nordea are acting as financial advisors to DeMina, and no one else, in connection with the Offer. Neither SEB nor Nordea will consider any other person to be a client in relation to the Offer and will not be responsible to anyone other than DeMina for providing the protections offered by SEB and Nordea to their clients or for providing advice in connection with the Offer or any other transaction, matter or arrangement referred to in this announcement. Neither SEB nor Nordea has undertaken any obligation to independently verify the information contained herein and disclaims any liability with respect to such information.

The Offer is not being made, directly or indirectly, in the Excluded Jurisdictions or in any other jurisdiction where such offer would be prohibited by applicable law, by mail or other means of communication (including, but not limited to, facsimile, e-mail, telex, telephone and internet) used in national or international commerce or on any national stock exchange or trading venue in the Excluded Jurisdictions, and the Offer may not be accepted in any such manner or by any such means of communication in or from the Excluded Jurisdictions. Accordingly, neither this press release nor any other documentation relating to the Offer will be, and shall not be, sent, posted or otherwise distributed or forwarded in or into the Excluded Jurisdictions.

This press release is not being, and may not be, sent to shareholders with registered addresses in the Excluded Jurisdictions. Banks, stockbrokers, dealers and other nominees holding nominee-registered shares for persons in the Excluded Jurisdictions may not forward this press release, or any other document received in connection with the Offering, to such persons. As used in this section, "United States" means the United States of America (its territories and possessions, each state within the United States of America and the District of Columbia).

The Offer and the information and documentation made available by this press release have not been prepared by, and have not been approved by, an authorised person within the meaning of regulation 21 of the UK Financial Services and Markets Act 2000 ("FSMA"). Accordingly, the information and documents made available by this press release may not be distributed in, or forwarded to, the public in the United Kingdom. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in Regulation 21 FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction for the acquisition of day-to-day control of the business of the body corporate, or for the acquisition of 50 per cent or more of the voting shares in a body corporate, in accordance with Article 62 of the FSMA (Financial Promotion) Order 2005.

Statements in this press release regarding future events or circumstances, including information regarding future results, growth and other development projections and other benefits of the Offering, constitute forward-looking information. Such information may generally, but not always, be identified by the inclusion of the words "believes", "is expected", "is anticipated", "is believed", or similar expressions. Forward-looking information is, by its nature, subject to risks and uncertainties because it relates to conditions that depend on events occurring in the future. Due to a number of factors, many of which are beyond DeMina's control, there can be no assurance that future events will not differ materially from those expressed or implied in the forward-looking information. Any such forward-looking information speaks only as of the date it is provided and DeMina is under no obligation (and undertakes no such obligation) to update or revise any such information as a result of new information, future events or otherwise, except as required by applicable laws and regulations.

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