Amplex increases the consideration in the cash offer to the shareholders and warrantholders of ADDvise and enters into agreements on conditional acquisitions of shares and warrants in ADDvise

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 cash offer to the shareholders and warrantholders of ADDvise Group AB (publ) ("ADDvise") to acquire all shares and warrants in ADDvise (the "Offer"). Today, Amplex 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 has 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. In total, the shares covered by the conditional acquisitions, the previous undertaking and the shares owned or controlled by Amplex represent approximately 51.49 per cent of the share capital and approximately 60.57 per cent of the votes in ADDvise.

Summary

• Amplex increases the Offer Price from SEK 1.65 in cash per class A and B share, respectively, and SEK 0.49 in cash per warrant of series TO1A and series TO1B, respectively, to SEK 1.72 in cash per class A and B share, respectively, and SEK 0.52 in cash per warrant of series TO1A and series TO1B, respectively.
• In connection with the Revised Offer, Amplex has also entered into agreements on conditional acquisitions of shares and warrants with significant shareholders Per Åhlgren, Rikard Akhtarzand, Thomas Eklund, Åsa Riisberg and Magnus Bahlquist, who in aggregate control[1] approximately 21.11 per cent of the share capital and 16.55 per cent of the votes in ADDvise. Fredrik Celsing's undertaking that was entered into in connection with the announcement of the Offer on 10 December 2025 continues to apply to the Revised Offer. This means that shareholders who in aggregate control approximately 21.70 per cent of the share capital and approximately 16.99 per cent of the votes in ADDvise, have undertaken to sell their shares to Amplex or to accept the Revised Offer, subject to the conditions set out under "Undertakings to accept the Offer" and "Conditional acquisitions of shares and warrants" below. Amplex, together with closely related parties, already owns or controls shares corresponding to 29.79 per cent of the share capital[2] and 43.58 per cent of the votes[3] in ADDvise.
• In total, the shares covered by the conditional acquisitions, the previous undertaking and the shares owned or controlled by Amplex represent approximately 51.49 per cent of the share capital and approximately 60.57 per cent of the votes in ADDvise.
• The Revised Offer values ADDvise to approximately SEK 1.1 billion, based on all 606,067,806 outstanding class A and B shares and 99,417,076 outstanding warrants of series TO1A and series TO1B.
• The Revised Offer corresponds to:
  • a positive premium of approximately 47.51 per cent compared with the closing price of the class B share of SEK 1.17 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer,
  • a positive premium of approximately 345.21 per cent compared with the closing price of the warrants of series TO1B of SEK 0.12 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer,
  • a negative premium of approximately 13.78 per cent compared with the closing price of the class A share of SEK 2.00 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer,
  • a negative premium of approximately 14.19 per cent compared with the closing price of the warrants of series TO1A of SEK 0.61 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer.

Amplex, chief executive officer, Fredrik Celsing, comments:

“We are pleased that a number of significant shareholders in ADDvise, representing 21.11 per cent of the shares, have agreed sell their shares and warrants to Amplex following constructive discussions. This confirms our view that the company is better positioned to develop in a private environment, where the necessary long-term initiatives can be implemented in a more stable structure. These acquisitions, together with the shares that Amplex controls now corresponds to approximately 51.49 per cent of the shares in the company, and we feel comfortable with our revised offer of SEK 1.72 per share and SEK 0.52 per warrant, which represents a revised offer premium of 47.51 per cent for the B shares. We now welcome the remaining shareholders to take part in the offer and benefit from the opportunity for immediate and secure liquidity.”

The Revised Offer

On 10 December 2025, Amplex announced a cash offer to the shareholders and warrantholders of ADDvise to acquire all shares and warrants in ADDvise. Today, Amplex 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.

Shareholders and/or warrantholders who have already accepted the Offer will automatically benefit from the increased consideration of the Revised Offer without taking any further action.

The Revised Offer values ADDvise to approximately SEK 1.1 billion, based on all 606,067,806 outstanding class A and B shares and 99,417,076 outstanding warrants of series TO1A and series TO1B and corresponds to:

Class B shares

• a positive premium of approximately 47.51 per cent compared with the closing price of the class B share of SEK 1.17 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a positive premium of approximately 57.35 per cent compared with the volume-weighted average trading price of the class B share of SEK 1.09 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a positive premium of approximately 58.67 per cent compared with the volume-weighted average trading price of the class B share of SEK 1.08 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

Series TO1B warrants                                           

• a positive premium of approximately 345.21 per cent compared with the closing price of the series TO1B warrants of SEK 0.12 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a positive premium of approximately 367.17 per cent compared with the volume-weighted average trading price of the series TO1B warrants of SEK 0.11 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a positive premium of approximately 350.08 per cent compared with the volume-weighted average trading price of the series TO1B warrants of SEK 0.12 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

Class A shares

• a negative premium of approximately 13.78 per cent compared with the closing price of the class A share of SEK 2.00 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a negative premium of approximately 12.64 per cent compared with the volume-weighted average trading price of the class A share of SEK 1.97 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a negative premium of approximately 19.48 per cent compared with the volume-weighted average trading price of the class A share of SEK 2.14 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

Series TO1A warrants

• a negative premium of approximately 14.19 per cent compared with the closing price of the series TO1A warrants of SEK 0.61 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a negative premium of approximately 16.26 per cent compared with the volume-weighted average trading price of the series TO1A warrants of SEK 0.62 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, and a negative premium of approximately 22.27 per cent compared with the volume-weighted average trading price of the series TO1A warrants of SEK 0.67 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer.

In the event that ADDvise pays dividends or makes any other value transfer to the shareholders and/or the warrantholders of ADDvise, for which the record date occurs before settlement of the Offer, the cash consideration of the Revised Offer will be reduced accordingly.

Undertaking to accept the Offer

Fredrik Celsing, holding 3,580,000 class B shares and 500,000 warrants of series TO1B in ADDvise, corresponding to approximately 0.59 per cent of the share capital and approximately 0.44 per cent of the votes in ADDvise. The undertaking was entered into in connection with the announcement of the Offer on 10 December 2025 and continues to apply to the Revised Offer.

Fredrik Celsing's undertaking to accept the Offer ceases if the Offer is withdrawn or expires.

Conditional acquisitions of shares and warrants

Amplex has entered into agreements on conditional acquisitions of shares and warrants from the following shareholders, who in aggregate control approximately 21.11 per cent[4] of the share capital and approximately 16.55 per cent of the votes in ADDvise:

• Per Åhlgren, who owns and/or controls 61,571,276 class B shares and 8,352,224 warrants of series TO1B, corresponding to approximately 10.16 per cent of the share capital and approximately 7.58 per cent of the votes in ADDvise,
• Rikard Akhtarzand, who owns and/or cntrols 1,553 class A shares and 10,405,035 class B shares and 1,506,389 warrants of series TO1B, corresponding to approximately 1.72 per cent of the share capital and approximately 1.28 per cent of the votes in ADDvise, and
• Thomas Eklund, who owns and/or controls 711,081 class A shares and 23,320,841 class B shares and 143,188 warrants of series TO1A and 4,496,638 warrants of series TO1B, corresponding to approximately 3.97 per cent of the share capital and approximately 3.75 per cent of the votes in ADDvise.
• Åsa Riisberg, who own and/or controls 17,026,342 class B shares and 3,788,053 warrants of series TO1B, corresponding to approximately 2.81 per cent of the share capital and approximately 2.10 per cent of the votes in ADDvise, and
• Magnus Vahlquist, who own and/or controls 14,894,534 class B shares and 1,125,000 warrants of series TO1B, corresponding to approximately 2.46 per cent of the share capital and approximately 1.83 per cent of the votes in ADDvise, and

The above acquisitions are conditional upon, with respect to the Offer, the receipt of all necessary permits, approvals, decisions and other actions from authorities or similar, including from the Inspectorate of Strategic Products, in each case on terms which, in Amplex’s opinion, are acceptable.

The conditional acquisitions will be completed in connection with the first settlement in the Offer. However, not later than 20 March 2026.

The terms for the acquisitions also include a right to a so-called top-up payment. The terms for the top-up payment entail that the sellers have a right to receive a top-up if Amplex increases the consideration of the Revised Offer or acquires shares and/or warrants in ADDvise within six months after the first settlement of the Revised Offer, for a price exceeding SEK 1.72 per class A and B share, respectively, and SEK 0.52 per warrant of series TO1A and TO1B, respectively. Any such top-up, in case shares have been acquired, shall be equal to the difference between the price per share which Amplex has paid for such shares in ADDvise and SEK 1.72 per share, multiplied by the number of shares that the relevant seller sold to Amplex. Any such top-up, in case warrants have been acquired, shall be equal to the difference between the price per warrant which Amplex has paid for such warrants in ADDvise and SEK 0.52 per warrant, multiplied by the number of warrants that the relevant seller sold to Amplex.

Conditions for completion of the Offer

Other than the increase of the offer price, the terms and conditions of the Offer remain unchanged. Amplex continues to reserve the right to waive, in whole or in part, one or more of the completion conditions in accordance with what is set out in Amplex's press release announcing the Offer on 10 December 2025 and the offer document which Amplex published on 10 December 2025.

Approval from the Swedish Inspectorate of Strategic Products and from other relevant authorities is expected to have been obtained by the expiry of the acceptance period for the Offer.

Timetable

The acceptance period for the Offer expires on 23 January 2026 18:00 CET. Settlement of the consideration for all shares and warrants tendered in the Offer is expected to be initiated on or around 30 January 2026. Amplex reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date. Amplex will announce any changes of the acceptance period or the settlement date by press release in accordance with applicable laws and regulations.

Supplement to the Offer Document

An offer document regarding the Offer was made public on 10 December 2025 (the "Offer Document"). Amplex will prepare a supplement to the Offer Document reflecting the contents of this press release. The supplement to the Offer Document is expected to be made public on this day.

Other information

If Amplex, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in ADDvise, Amplex intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in ADDvise and promote a delisting of ADDvise's shares from Nasdaq First North.

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 December 2025 at 18:15 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.

[1]    The ownership percentages set out in this paragraph are calculated based on 606,067,806 outstanding class A and B shares and 99,417,076 outstanding warrants of series TO1A and series TO1B in ADDvise.