IR Holding Bidco Inc. publishes a supplement to the offer document and extends the acceptance period for the public cash offer to the shareholders of IRRAS AB

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.

IR Holding Bidco Inc. (“IR Holding”) has today published a supplement to the offer document for the public offer (the “Offer”) to the shareholders of IRRAS AB (“IRRAS”) that was published on 6 July 2023 (the “Offer Document”) and decided to extend the acceptance period until 18 August 2023.

IRRAS’ interim report, reassessed financial outlook and extended short-term loan

IR Holding has prepared the supplement to the Offer Document (the “Supplement”) due to IRRAS’ publication of its interim report for the period 1 January–30 June 2023 as well as announcements that IRRAS has reassessed its financial outlook and agreed to extend its short-term loan from Bacara Holdings Limited today on 4 August 2023.

The Supplement, which contains IRRAS’ interim report and the press releases regarding the reassessed financial outlook and the extended short-term loan, was approved and registered by the Swedish Financial Supervisory Authority today on 4 August 2023. The Supplement forms part of the Offer Document and must be read together with the Offer Document that was published on 6 July 2023 and the supplement to the Offer Document that was published on 26 July 2023. The Offer Document and the supplements are available on IR Holding’s website (https://medical-solutions-offer.com).

Extension of the acceptance period until 18 August 2023

The acceptance period for the Offer was initially set to expire on 11 August 2023. In order to allow for the information released by IRRAS today to be properly disseminated in the market, and to give shareholders of IRRAS sufficient time to assess this new information, IR Holding has decided to extend the acceptance period until 18 August 2023. Other than the extension of the acceptance period, the terms and conditions of the Offer remain unchanged.

Subject to IR Holding declaring the Offer unconditional on 21 August 2023, IR Holding expects to commence settlement of the consideration in the Offer on or around 25 August 2023 for those who have accepted the Offer not later than 17:00 (CEST) on 18 August 2023. IR Holding reserves the right to further extend the acceptance period and postpone the settlement date.

Please note that custodians, nominees and other intermediaries through which shareholders in IRRAS hold their shares may apply earlier deadlines for the acceptance of the Offer than 17:00 (CEST) on 18 August 2023.

This press release was submitted for publication on 4 August 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.