FINAL OUTCOME FOR THE PUBLIC OFFER BY OSTEOCENTRIC TO THE SHAREHOLDERS OF INTEGRUM: OSTEOCENTRIC DOES NOT COMPLETE THE OFFER
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 shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, the United States or 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 in the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
On 22 July 2025, OsteoCentric Oncology and Bone Anchored Prostheses, LLC, a subsidiary of OsteoCentric Technologies, Inc. (“OsteoCentric“ or the “Offeror”), announced a public offer to the shareholders of Integrum AB (publ) (“Integrum”) to tender all shares in Integrum to OsteoCentric at a price of SEK 44.0 in cash per share, irrespective of share class. At the end of the acceptance period on 15 September 2025, the Offer had not been accepted to such extent that OsteoCentric becomes the owner of more than 90 per cent of the shares. Accordingly, OsteoCentric does not complete the Offer.
At the end of the acceptance period on 15 September 2025, the Offer had been accepted by shareholders holding a total of 14,809,139 shares in Integrum, corresponding to approximately 69.4 per cent of the shares in Integrum. Since the announcement of the Offer, OsteoCentric has not acquired or agreed to acquire any Integrum shares or any financial instruments that give financial exposure equivalent to a shareholding in Integrum.
Completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that OsteoCentric becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Integrum. As the aforementioned condition has not been met, OsteoCentric has decided not to complete the Offer. Accordingly, the shares tendered in the Offer will not be acquired by OsteoCentric and will remain in the possession of the shareholders without the shareholders having to take any actions. At the end of the acceptance period, OsteoCentric neither held nor controlled any shares, or any financial instruments that give financial exposure equivalent to a shareholding, in Integrum.
Eric Brown, CEO and Founder of OsteoCentric, comments:
“We made an attractive recommended offer to the shareholders of Integrum, with a vision to combine Integrum’s and OsteoCentric’s complementary technologies to create a better life for patients. After the expiry of the acceptance period, we can conclude that the desired acceptance level has not been reached. We continue to believe in our vision and look forward to following Integrum’s continued journey in improving quality of life for patients.”
Information about the Offer
Information about the Offer is made available at: http://www.octoncologyandboneanchoredprostheses.com
The information was submitted for publication on 16 September 2025, 07:00 CEST.
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
For media enquiries, please contact:
Joachim Hörnqvist, Fogel & Partners
+46 076 819 00 39
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.
This press release does not constitute an offer to purchase or sell shares, nor does it constitute an invitation to offer to buy or sell shares.
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 additional offer documents be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law.
The distribution of this press release and other documentation related to the Offer may in certain jurisdictions be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, OsteoCentric disclaims any responsibility or liability for the violations of any such restrictions by any person.
In accordance with Swedish law and customary practices, OsteoCentric or its closely related parties or its proxies (on behalf of OsteoCentric or, as applicable, its closely related parties) and closely related parties of its financial advisers may, at various times and by means other than the Offer, directly or indirectly, acquire or arrange for the acquisition of shares in Integrum comprised by the Offer or other securities exercisable, convertible or exchangeable for such shares, prior to or during the period of acceptance of the Offer. Such acquisitions may be made either on the open market or through private transactions. Information on such acquisitions or arrangements for acquisitions will be published in accordance with applicable Swedish law.
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 shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, the United States or South Africa, or any 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.
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, 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 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 the 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 OsteoCentric and Integrum. Any such forward-looking statements speak only as of the date on which they are made and OsteoCentric 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.