Capio Group Services AB, a member of the Ramsay Santé Group, announces a recommended cash offer of SEK 35 per share to the shareholders of GHP Specialty Care AB

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.

Press release
March 7, 2022

Capio Group Services AB (“Capio”), which is a wholly-owned subsidiary of Capio AB (publ) (“Capio AB”) and part of the Ramsay Santé Group, announces a recommended public offer to the shareholders of GHP Specialty Care AB (“GHP”) to tender all shares in GHP to Capio at a price of SEK 35 in cash per share (the “Offer”). The shares in GHP are listed on Nasdaq Stockholm, Small Cap.

Summary

• Capio offers SEK 35 in cash per GHP share (the “Offer Price”). The Offer values GHP’s entire issued share capital at approximately SEK 2.5 billion.[1]
• The Offer represents a premium of:
  • approximately 95.7 percent compared to the closing price of SEK 17.9 of a GHP share on Nasdaq Stockholm on March 4, 2022, which was the last day of trading prior to the announcement of the Offer;
  • approximately 66.0 percent compared to the volume-weighted average trading price of SEK 21.1 of a GHP share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer;
  • approximately 49.2 percent compared to the volume-weighted average trading price of SEK 23.5 of a GHP share on Nasdaq Stockholm during the last 90 trading days prior to the announcement of the Offer; and
  • approximately 34.7 percent compared to the volume-weighted average trading price of SEK 26.0 of a GHP share on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.
• The bid committee of GHP (the “Bid Committee”) unanimously recommends that GHP’s shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Öhrlings PricewaterhouseCoopers AB (“PwC”).
• Metroland BV/SRL, AB Grenspecialisten and Roger Holtback, holding in total approximately 41.2 percent of the shares and votes in GHP, have undertaken to accept the Offer subject to certain conditions. In addition, Capio has entered into a share purchase agreement with MJW Invest AB (which is controlled by Johan Wachtmeister), under which MJW Invest AB has agreed, subject to certain conditions, to sell all outstanding shares in MJW Invest Förvaltning AB to Capio. Prior to completion of such sale, MJW Invest AB will transfer its shareholding in GHP to MJW Invest Förvaltning AB, representing approximately 10.1 percent of the shares and votes in GHP. Together, these undertakings represent approximately 51.4 percent of the shares and votes in GHP.
• Capio will neither increase the Offer Price nor purchase any GHP shares at a price exceeding the Offer price during the Offer or following completion of the Offer, provided, however, that this statement shall not apply if a competing offer is announced.
• The acceptance period in the Offer is expected to commence on or around March 24, 2022 and expire on or around April 22, 2022.

Britta Wallgren, Country President Sweden, Capio AB, comments:

“GHP is a well-positioned provider of specialist healthcare services. Capio AB and GHP share the same fundamental values and long-term ambitions in improving healthcare, jointly forming a stronger player. The combination will create an increased patient coverage and a complementary geographical presence. GHP is at the forefront of data driven healthcare solutions, and a combination with Capio AB’s solid digital infrastructure will enable improved accessibility and efficiency in healthcare. Combined we will enhance our capabilities to meet the current and future challenges in healthcare systems. We are committed to accelerate the initiatives and investments needed to become an even more attractive partner for our patients and customers.”

Pascal Roché, CEO, Ramsay Générale de Santé S.A., comments:

“Since 2018, Ramsay Santé has continued to invest in Swedish and Nordic healthcare. This step clearly demonstrates our commitment to further invest in the Nordic countries and be a part in developing healthcare provision to the benefit of its patients and customers. With this Offer, we provide the opportunity for GHP’s shareholders to tender their shares at an attractive premium. Ramsay Santé provides a long-term commitment to healthcare and an international network to support the combination of Capio AB and GHP in their joint ambitions to improve healthcare for many years to come.”

Background and reasons for the Offer

Capio AB is a leading healthcare provider in the Nordics, offering services within medicine, surgery, and psychiatry through its hospitals, specialist clinics, and primary care centers, in 14 regions in Sweden and with presence in Norway and Denmark. Capio AB has a long-term commitment to lead the efforts for improved healthcare and to better serve the needs of regions and their patients in a rapidly changing healthcare landscape. As part the Ramsay Santé Group, Capio AB benefits from extensive international healthcare expertise in developing its services.

With an international network and perennial experience in developing high quality healthcare, Capio AB believes that, by combining its operations with GHP, the company will become a more attractive partner for patients and customers addressing challenges and new needs in healthcare provision. The combination represents complementary geographical presence, increased patient group coverage, and stronger focus on digital and data driven solutions for improved quality, accessibility, and efficiency of healthcare.

The combined company will also leverage a nationwide network of primary care centers in Sweden and Denmark while strengthening the offering in the Danish specialty healthcare segment through GHP’s hospital in the capital region Copenhagen.

GHP’s specialist healthcare services within spinal surgery and orthopedics, gastro, surgery, and arrythmia within its well-functioning network of clinics, will contribute with valuable specialist competences to Capio AB. Combined, Capio AB and GHP will provide services covering eight out of the ten largest diagnostic groups in Sweden.

Over the last few years, GHP has developed innovative solutions for more cohesive care chains, by utilizing comprehensive data throughout the entire patient journey within selected specialties. These solutions provide higher quality of service and increased operational and cost efficiency outcomes for payors, and patients. Combining GHP’s data driven solutions with Capio AB’s solid physical network and digital infrastructure, further enhance Capio AB’s capabilities driving improvements in healthcare provision.

Altogether, this combination of two focused healthcare providers represents a sound industrial logic creating a strong and long-term healthcare provider, serving, and contributing to the healthcare systems.

Capio AB is impressed by the skills, expertise and experience of GHP’s management and employees, and believes that managers and employees of GHP can find Capio AB as an attractive workplace with good opportunities to further develop skills and experiences in an international medical and business environment.

Capio AB has a long tradition of acquiring and successfully integrating businesses into its corporate culture and operational model. A key success factor when integrating new businesses is the decentralized operating model where a clear mandate and responsibility is given to the local managers and teams to run and develop the business. The business combination of Capio and GHP is complementary with regards to both geography and service offering, and Capio’s ambition is to continue the outlined strategy for GHP while capturing synergies where relevant and meaningful. Any decisions on which specific actions will be taken for the purposes of integrating both organizations will be made based on a thorough assessment of the combined business after completion of the Offer. Prior to completion of the Offer, it is too early to state which actions will be taken and the effects they may have. Apart from what has been stated above, no decisions on any changes have been made concerning Capio’s or GHP’s employees or management or their current businesses or organizations, including terms of employment, employment, and the locations where Capio and GHP conduct their businesses.

The Offer

Capio offers SEK 35 in cash for each share in GHP.

Should GHP, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the Offer Price will be reduced accordingly. In the event of either of the foregoing, Capio reserves the right to determine whether this price adjustment mechanism or condition (e) to completion of the Offer (see below) will be invoked.

The Offer values GHP’s entire issued share capital at approximately SEK 2.5 billion.[2]

No commission will be charged in respect of the settlement of the GHP shares tendered to Capio under the Offer.

Capio will neither increase the Offer Price nor purchase any GHP shares at a price exceeding the Offer price during the Offer or following completion of the Offer, provided, however, that this statement shall not apply if a competing offer is announced.

The Offer does not include warrants issued by GHP to employees under an incentive program implemented by GHP. Capio will offer the holders of such warrants a fair treatment in connection with the Offer.

The Offer represents a premium of:

• approximately 95.7 percent compared to the closing price of SEK 17.9 of a GHP share on Nasdaq Stockholm on March 4, 2022, which was the last day of trading prior to the announcement of the Offer;
• approximately 66.0 percent compared to the volume-weighted average trading price of SEK 21.1 of a GHP share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer;
• approximately 49.2 percent compared to the volume-weighted average trading price of SEK 23.5 of a GHP share on Nasdaq Stockholm during the last 90 trading days prior to the announcement of the Offer; and
• approximately 34.7 percent compared to the volume-weighted average trading price of SEK 26.0 of a GHP share on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.

The acceptance period in the Offer is expected to commence on or around March 24, 2022 and expire on or around April 22, 2022. Settlement is expected to be initiated on or around 2 May, 2022.

Neither Capio AB nor Capio holds any GHP shares or any financial instruments that give a financial exposure to the GHP shares. Nor has Capio AB or Capio during the six months preceding the announcement of the Offer acquired or agreed to acquire any GHP shares or any financial instruments that give a financial exposure to GHP shares, except as set out in “Undertakings from shareholders in GHP” below.

Capio may acquire, or enter into arrangements to acquire, shares in GHP (or any securities in GHP that are convertible into, exchangeable for or exercisable for such shares) outside the Offer. Any purchases made or arranged will be in accordance with applicable law and Takeover Rules adopted by Nasdaq Stockholm (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.

Statement by the Bid Committee of GHP and fairness opinion

As a result of Metroland BV/SRL and MJW Invest AB having undertaken, subject to certain conditions, to accept the Offer and agreed to sell its shares in GHP, respectively, the Board members Bo Wahlström, Johan Wachtmeister and Mikael Olsson have not and will not participate in the assessment of or any decisions concerning the Offer. The Board of GHP has therefore appointed the Bid Committee to assess the Offer and to take decisions in relation to the Offer. For more information about the undertakings, please refer to “Undertakings from shareholders in GHP” below.

The Bid Committee of GHP has assessed the Offer and informed Capio that it has unanimously resolved to recommend the shareholders of GHP to accept the Offer. The Bid Committee of GHP has further informed Capio that it has obtained a fairness opinion from PwC, according to which the Offer is fair for GHP’s shareholders from a financial perspective.

Undertakings from shareholders in GHP

The following shareholders of GHP have undertaken to accept the Offer:

• Metroland BV/SRL, holding 19,200,000 shares, corresponding to approximately 27.3 percent of the shares and votes in GHP;[3]
• AB Grenspecialisten, holding 7,820,760 shares, corresponding to approximately 11.1 percent of the shares and votes in GHP; and
• Roger Holtback, holding 1,950,000 shares, corresponding to approximately 2.8 percent of the shares and votes in GHP.

In addition, Capio has entered into a share purchase agreement with MJW Invest AB (which is controlled by Johan Wachtmeister), under which MJW Invest AB has agreed to sell all outstanding shares in MJW Invest Förvaltning AB to Capio. Prior to completion of such sale, MJW Invest AB will transfer all of its 7,109,950 shares in GHP to MJW Invest Förvaltning AB, representing approximately 10.1 percent of the shares and votes in GHP. The irrevocable undertakings made by Metroland BV/SRL, AB Grenspecialisten and Roger Holtback, and the share purchase agreement with MJW Invest AB are hereinafter referred to as the “Undertakings”.

In aggregate, 36,080,710 shares in GHP are subject to the Undertakings, representing approximately 51.4 percent of the shares and votes in GHP.

The Undertakings are conditional on no other party announcing a competing offer for all outstanding shares in GHP at a price per share exceeding the Offer Price by more than 9.5 percent (the “9.5 Percent Hurdle”) and Capio does not within five (5) business days of the announcement of such competing offer announce an increase of the Offer so that the increased offer price per share under the Offer matches or exceeds the offer price per share under such competing offer (the “Right to Match”). The 9.5 Percent Hurdle and the Right to Match apply to each and every competing offer and each and every increase of the offer price under any competing offer. The Undertakings are further conditional on the Offer being declared unconditional no later than on September 18, 2022.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that Capio becomes the owner of shares in GHP representing more than 90 percent of the total number of shares in GHP (on a fully diluted basis);
    
2. with respect to the Offer and the acquisition of GHP, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Capio’s opinion, are acceptable;
    
3. there being no circumstances, which Capio did not have knowledge of at the time of the announcement of the Offer, having occurred which would have a material adverse effect or could reasonably be expected to have a material adverse effect on GHP’s sales, results, liquidity, solidity, equity or assets
    
4. neither the Offer nor the acquisition of GHP being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Capio could not reasonably have foreseen at the time of the announcement of the Offer;
    
5. GHP not taking any action that is likely to impair the prerequisites for making or completing the Offer;
    
6. no information made public by GHP or disclosed by GHP to Capio being materially inaccurate, incomplete or misleading, and GHP having made public all information which should have been made public by it; and
    
7. no other party announcing an offer to acquire shares in GHP on terms more favorable to the shareholders of GHP than the Offer.

Capio reserves the right to withdraw the Offer in the event it becomes clear that either of the above conditions is not satisfied or cannot be satisfied. With regard to conditions (b)–(g), however, such withdrawal will only be made if the non-satisfaction is of material importance to Capio’s acquisition of the shares in GHP.

Capio reserves the right to waive, in whole or in part, one or more of the conditions above, including with respect to condition (a) above, to complete the Offer at a lower level of acceptance.

Financing of the Offer

Capio AB’s parent company, Ramsay Générale de Santé S.A., has unconditionally undertaken to provide to Capio with the funds necessary to fully finance the Offer.

Information about Capio and its owners

Capio Group Services AB is a public limited liability company (Reg. No. 556518-9692), incorporated under the laws of Sweden with its registered office at P.O. Box 1064, SE-405 22, Gothenburg, Sweden. Capio Group Services AB is a wholly-owned subsidiary of Capio AB (publ).

Capio AB is a leading healthcare provider offering a broad range of high quality medical, surgical and psychiatric healthcare services through its hospitals, specialist clinics and primary care units. Capio AB offers care in the areas of primary care, somatic and psychiatric specialist care and emergency care. The physical care is complemented by digital services and tools that enable the patient to receive help digitally whenever possible and physically when needed. During the period July 1, 2020–June 30, 2021, Capio AB’s 7,764 employees (average full-time equivalents) provided healthcare services during 4.5 million patient visits across the facilities, generating net sales of MSEK 11,808. For more information about Capio AB, please visit www.capio.se and www.ramsaysante.eu.

After the acquisition of Capio AB in 2018, the Ramsay Santé Group has become the leading European provider of comprehensive healthcare services. The group now has 36,000 employees and works with nearly 8,600 private practitioners. Present in five countries, France, Sweden, Norway, Denmark and Italy, the group treats more than 7 million patients per year in its 350 facilities. For the full year ended June 30, 2021, the turnover of the Ramsay Santé Group amounted to €4,022.6 million. Ramsay Générale de Santé S.A. is listed on the Euronext Paris (formerly Premier Marché) Eurolist. For more information about the Ramsay Santé Group, please visit www.ramsaysante.eu.

Due diligence

Capio has conducted a customary confirmatory due diligence review of GHP. In connection with such due diligence review, Capio received preliminary financial information concerning GHP’s business during the fourth quarter 2021. GHP’s results for the fourth quarter 2021 were announced by GHP on February 23, 2022 through its year-end report for 2021. GHP has informed Capio that, except as set out above, no inside information concerning GHP has been disclosed to Capio in connection with the review.

Approvals from authorities

The completion of the Offer is conditional on, among other things, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Capio’s opinion, are acceptable.

According to Capio’s assessment, the transaction will require (i) customary merger control approval in Sweden, and (ii) customary clearance required under applicable Danish foreign direct investment legislation.

Statement from the Securities Council

The Swedish Securities Council (Sw. aktiemarknadsnämnden) has confirmed that the terms of the share purchase agreement under which Capio will, subject to certain conditions, acquire all outstanding shares in MJW Invest Förvaltning AB from MJW Invest AB (and, as a result, indirectly acquire MJW Invest AB’s shareholding in GHP), are not more favorable than the terms of the Offer. Please see the Swedish Securities Council’s ruling AMN 2022:05, which will be made available on the Swedish Securities Council’s website.

Preliminary timetable

The acceptance period of the Offer is expected to commence on or around March 24, 2022 and expire on or around April 22, 2022. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than on or around April 25, 2022, settlement is expected to begin on or around May 2, 2022.

Capio reserves the right to extend the acceptance period and, to the extent necessary and permissible, will do so in order for the acceptance period to cover applicable decision-making procedures at relevant authorities. Capio also reserves the right to postpone the settlement date. A notice of any such extension or postponement will be announced by Capio by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

If Capio becomes the owner of more than 90 percent of the shares of GHP, Capio intends to initiate a compulsory acquisition procedure in respect of the remaining shares in GHP under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection therewith, Capio will act in furtherance of a delisting of the GHP shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as the agreements entered into between Capio and the shareholders in GHP as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. Furthermore, Capio has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on March 1, 2022, contractually undertaken towards Nasdaq Stockholm to fully comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq Stockholm in event of breach of the Takeover Rules. On March 7, 2022, Capio informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) of the Offer and the abovementioned undertakings towards Nasdaq Stockholm.

Advisors

Nordea Bank Abp, filial i Sverige (“Nordea”) is acting as financial advisor to Capio in connection with the Offer. Mannheimer Swartling Advokatbyrå is acting as legal advisor to Capio in connection with the Offer.

For further information, please contact:

Henrik Brehmer
Group Director of Strategy and Public Affairs
Telephone: +46 76 11 34 14
Email: henrik.brehmer@capio.com

Information about the Offer is available at:

www.healthcare-nordic.com

The information was submitted for publication on March 7, 2022, 8:00 CET.

GHP in brief

GHP is an internationally active health care provider that operates specialist clinics in a select number of diagnostic areas through the application of a business model that is unique in the health care industry, where leading doctors and medical staff become partners and shareholders. Each clinic specializes in a particular patient group, and this leads to increased efficiency and higher quality. This is the cornerstone of GHP’s business philosophy – “Quality through specialisation”. GHP shares are traded on the Small Cap list of Nasdaq Stockholm under the ticker symbol “GHP”.

Important information

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.

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with 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 authorized 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. 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 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “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. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Capio. Any such forward-looking statements speak only as of the date on which they are made and Capio 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.

Nordea is acting exclusively for Capio and no one else in connection with the Offer. Nordea will not regard any other person (whether or not a recipient of this press release) as a client in relation to the Offer and will not be responsible to anyone other than Capio for providing the protections afforded to its clients nor for the giving of advice in relation to the Offer or any other transaction, matter or arrangement referred to in this press release.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of GHP, 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. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder, to the extent applicable, 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 as regards 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. Holders of the shares of GHP domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

Nordea is not registered as a broker or dealer in the United States and will not be engaging in direct communications relating to the Offer with investors located within the United States (whether on a reverse-inquiry basis or otherwise).

GHP’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 IFRS 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 of GHP 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 GHP’s other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for GHP’s shareholders 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 GHP and Capio 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. GHP’s shareholders may not be able to sue GHP or Capio or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel GHP or Capio 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, Capio and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Capio 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 of GHP outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and 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. In addition, the financial advisors to Capio may also engage in ordinary course trading activities in securities of GHP, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

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 is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Capio 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.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.