IR Holding Bidco Inc. completes the public cash offer to the shareholders of IRRAS AB and extends the acceptance period

THIS PRESS RELEASE 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. 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 PRESS RELEASE AND IN THE OFFER DOCUMENT.

On 30 June 2023, Legacy Capital, Spetses, Bacara, Lexington, Kleanthis G. Xanthopoulos, Panormos, Philippe Audi, and Nicolas Murat (together, the “Consortium”)^[1], through IR Holding Bidco Inc. (“IR Holding”), announced a public offer to acquire all shares in IRRAS AB (publ) (“IRRAS”) for SEK 0.18 in cash per share (the “Offer”). Members of the Consortium already owned 59.5 per cent of the shares in IRRAS prior to announcement of the Offer. The acceptance period has expired and the Offer has been accepted by shareholders holding 26.6 per cent of the shares in IRRAS. IR Holding has decided to complete the Offer and acquire the shares tendered in the Offer. This means that IR Holding controls 86.1 per cent of the shares in IRRAS. Settlement in respect of shares tendered as of 1 September 2023 is expected to commence on or around 8 September 2023. IR Holding has decided to extend the acceptance period until 15 September 2023 to allow shareholders that have not yet accepted the Offer an additional opportunity to do so.

Shares tendered in the Offer

The Offer has been accepted by shareholders holding 211,348,130 shares, corresponding to 26.6 per cent of the total number of shares and votes in IRRAS.

This means that IR Holding, together with the 472,859,820 shares already owned by members of the Consortium prior to announcement of the Offer that now will be contributed to IR Holding, controls 684,207,950 shares, corresponding to 86.1 per cent of the total number of shares and votes in IRRAS.

Apart from the above, neither IR Holding, the members of the Consortium nor any closely related parties to them owned any shares or other financial instruments that give a financial exposure equivalent to a shareholding in IRRAS at the time of the announcement of the Offer, and have not acquired, or agreed to acquire, any such shares or financial instruments outside the Offer.

Waiver of 90% acceptance condition and completion of the Offer

IR Holding has decided to waive the condition on the Offer being accepted to such extent that IR Holding becomes the owner of more than 90 per cent of the shares in IRRAS. All other conditions for completion of the Offer have been fulfilled. Consequently, IR Holding has decided to complete the Offer and acquire the shares tendered in the Offer.

Settlement in respect of shares tendered as of 1 September 2023 is expected to commence on or around 8 September 2023.

Extension of the acceptance period

IR Holding continues to strive towards an ownership of more than 90 per cent of the shares in IRRAS. In order to allow shareholders that have not yet accepted the Offer an additional opportunity to do so, the acceptance period has been extended until 17:00 (CEST) on 15 September 2023.

As previously announced by IR Holding, the cash consideration of SEK 0.18 per share in the Offer will not be increased. The shareholders are reminded that IRRAS’ independent bid committee recommends the shareholders to accept the Offer. The recommendation is supported by a fairness opinion pursuant to which the Offer, in Grant Thornton’s opinion, is fair to the shareholders of IRRAS from a financial point of view.

Settlement in respect of shares tendered during the extended acceptance period that ends on 15 September 2023 is expected to commence on or around 22 September 2023. Since the Offer is now unconditional, shareholders who have accepted the Offer, or who accept the Offer during the extended acceptance period, are not entitled to withdraw their acceptances.

In the event that IR Holding, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in IRRAS, IR Holding intends to initiate a compulsory buy-out procedure to acquire the remaining shares in IRRAS in accordance with the Swedish Companies Act, and to promote a delisting of the shares in IRRAS from Nasdaq Stockholm.

This press release was submitted for publication on 4 September 2023 at 17:30 (CEST).

For enquiries, please contact:

Adam Makkonen
E-mail: adam.makkonen@fogelpartners.se
Phone: +46 70 316 63 75

Information about the Offer is available at: https://medical-solutions-offer.com/.

For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.

Important information

This press release has been published in English and Swedish. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.

The Offer is not being made to (and acceptance forms will not be accepted from or on behalf of) persons domiciled in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules), unless an exemption applies.

This press release, the offer document, any supplements to the offer document (together, the “Supplements”) and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa) in which the distribution of this press release, the offer document, the Supplements or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release, the offer document or any of the Supplements (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law and regulations, IR Holding disclaims any responsibility or liability for any violations of any such restrictions, and IR Holding reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.

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, unless an exemption applies. 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.

Forward-looking statements

Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could 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 several factors, many of which are outside IR Holding’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and IR Holding does not have any obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.