IR Holding Bidco Inc. publishes the offer document 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.

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.[2] (“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”).

The Swedish language version of the offer document regarding the Offer (the “Offer Document”) has today on 6 July 2023 been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The Offer Document and an acceptance form are available on IR Holding’s website (https://medical-solutions-offer.com/) and on Aktieinvest’s website (www.aktieinvest.se/emission/irras2023). The Offer Document will also be available on the Swedish Financial Supervisory Authority’s website (www.fi.se). Pre-printed acceptance forms and postage-paid return envelopes will be distributed to shareholders in IRRAS whose shares are directly registered with Euroclear Sweden AB today on 6 July 2023. Shareholders in IRRAS whose shares are registered in the name of a nominee will not receive a pre-printed acceptance form, and should instead accept the Offer in accordance with instructions from their nominee.

The acceptance period for the Offer commences on 7 July 2023 and expires on 11 August 2023 at 17:00 CEST. Assuming that the Offer is declared unconditional not later than 14 August 2023, settlement is expected to commence on or around 18 August 2023. IR Holding reserves the right to extend the acceptance period for the Offer and to postpone the settlement date.

This press release was submitted for publication on 6 July 2023 at 5.30 p.m. (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 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 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 or the Offer Document (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, the members of the Consortium and IR Holding disclaim 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 and other effects of the Offer, 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 and the Consortium members’ control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and none of IR Holding or the Consortium members have any obligation (and undertake 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.