Amplex AB has obtained all approvals from authorities for the offer to the shareholders and warrantholders of ADDvise Group AB (publ) and declares the offer unconditional
The Offer is not being made, and this press release may not be distributed, directly or indirectly in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland, South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law (including the Takeover-rules). Shareholders and warrantholders in the United States should also refer to the section titled "Special notice to the shareholders and warrantholders in the United States" at the end of this press release.
On 10 December 2025, Amplex AB ("Amplex") announced a public offer to the shareholders and warrantholders of ADDvise Group AB (publ) ("ADDvise") to acquire all shares and warrants in ADDvise for SEK 1.65 in cash per class A and B share, respectively, and SEK 0.49 per warrant of series TO1A and series TO1B, respectively (the "Offer"). The shares and warrants in ADDvise are listed on Nasdaq First North Premier Growth Market ("Nasdaq First North"). An offer document regarding the Offer was made public on 10 December 2025.
On 19 December 2025, Amplex announced that it has decided to increase the consideration to SEK 1.72 in cash per class A and B share, respectively, and SEK 0.52 per warrant of series TO1A and series TO1B, respectively (the "Revised Offer"). In connection with the Revised Offer, Amplex also entered into agreements on conditional acquisitions of shares and warrants with Per Åhlgren, Rikard Akhtarzand, Thomas Eklund, Åsa Riisberg and Magnus Vahlquist, who in aggregate control approximately 21.11 per cent of the share capital and approximately 16.55 per cent of the votes in ADDvise.
The completion of the Offer is subject to the conditions stated in the offer document. One of these conditions is the receipt of all necessary permits, approvals, decisions and other actions from authorities or similar, including from the Inspectorate of Strategic Products. Amplex has received clearance from the Swedish Inspectorate of Strategic Products. Therefore, the condition regarding the receipt of all necessary permits, approvals, decisions and other actions from authorities or similar is fulfilled.
Amplex has now decided to waive the acceptance level condition. Accordingly, as all other conditions for completion of the Offer have been satisified, the Offer is declared unconditional and Amplex will thus complete the acquisition of all shares and warrants in ADDvise that have been tendered in the Offer. Settlement for shares and warrants tendered in the Offer during the acceptance period ending 23 January 2026 is expected to be initiated on or around 30 January 2026.
Amplex, chief executive officer, Fredrik Celsing, comments:
“We have now received all regulatory approvals and decided to declare the Offer unconditional and will acquire all shares tendered in the Offer. The Offer has already received strong support from several significant shareholders who have sold their shares to us, which means that we control more than 59 per cent of the shares and more than 66 per cent of the votes. We remain convinced that ADDvise has better conditions for development in a private environment with a long-term ownership perspective and therefore welcome remaining shareholders to accept the Offer before the acceptance period expires on 23 January 2026."
Advisors
Amplex has engaged Nordea Bank Abp, filial i Sverige as financial advisor and Linklaters Advokatbyrå Aktiebolag as legal advisor in connection with the Offer.
This press release was submitted for publication on 19 January 2026 at 08:30 CET.
Information about the Offer
Further information about the Offer is available on: https://life-science-offer.com/
For media enquiries, please contact:
Sandra Uitto, Fogel & Partners
Tel: +46 (0)725 566 888, email: amplex@fogelpartners.se
Administrative questions
For administrative questions regarding the Offer, please contact your bank or nominee where you have shares or warrants registered.
Important information
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Amplex. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares and/or warrants may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa or by persons located or resident in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa or to any Australian, Belarusian,, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person or any persons located or resident in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa.
Any purported tender of shares and/or warrants in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares and/or warrants made by a person located in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa will be invalid and will not be accepted. Each person who holds shares and/or warrants and participates in the Offer will certify to not being an Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person, not being located or participating in the Offer from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa and not acting on a nondiscretionary basis for a principal that is an Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person, or that is located in or giving order to participate in the Offer from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa. Amplex will not deliver any consideration relating to the Offer to Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa. This press release is not being, and must not be, sent to shareholders or warrantholders with registered addresses in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa. Banks, brokers, dealers and other nominees holding shares and/or warrants for persons in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa must not forward this press release or any other document related to the Offer to such persons.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.
Regardless of the previous, Amplex reserves the right to approve that the Offer is accepted by persons not present or resident in Sweden if Amplex, in its own opinion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.
To the extent permissible under applicable law or regulation, Amplex or its brokers may purchase, or conclude agreements to purchase, shares and/or warrants in ADDvise, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in ADDvise. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Sweden.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "should", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Amplex. Any such forward-looking statements speak only as of the date on which they were made and Amplex, has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Special notice to shareholders and warrantholders in the United States
The Offer described in this press release is made for the issued and outstanding shares and warrants of ADDvise, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. Holders of shares and/or warrants of ADDvise domiciled in the United States ("U.S. Holders") are advised that the shares and warrants of ADDvise are not listed on a U.S. securities exchange and that ADDvise is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer is made in the United States pursuant to Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, subject to the exemption provided by Rule 14d-1(c) under the Exchange Act for a Tier I tender offer (the "Tier I Exemption"), and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including with respect to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers.
ADDvise’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders and warrantholders of ADDvise to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to ADDvise’s other shareholders and warrantholders.
It may be difficult for ADDvise’s shareholders and warrantholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since ADDvise and Amplex are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. ADDvise’s shareholders and warrantholders may not be able to sue ADDvise or Amplex or their respective officers and directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel ADDvise or Amplex and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, Amplex and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Amplex or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares and/or warrants of ADDvise outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such instruments. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required under applicable law or regulations, information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information to the extent that such information is made public in ADDvise’s home jurisdiction. In addition, the financial advisor to Amplex may also engage in ordinary course trading activities in securities of ADDvise, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder and warrantholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Amplex nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
U.S. Holders are encouraged to consult with their own advisors regarding the Offer.