Offer document relating to the offer to the holders of shares of Integrum published
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 recommended public offer to the shareholders of Integrum AB (publ) (“Integrum”) to tender all their shares at a price of SEK 44.00 in cash per share, irrespective of share class (the “Offer”). The class B shares in Integrum are admitted to trading on Nasdaq First North Growth Market.
An offer document relating to the Offer (the “Offer Document”) has today on 4 August 2025 been published. The Offer Document is available in Swedish and English on the Offeror’s website http://www.octoncologyandboneanchoredprostheses.com.
Pre-printed acceptance forms and postage-paid return envelopes will be distributed to the shareholders of Integrum whose shares are directly registered with Euroclear Sweden AB on 4 August 2025. Shareholders of Integrum whose holdings are registered in the name of a nominee will not receive a pre-printed acceptance form. Acceptance must be made in accordance with instructions received by the nominee.
The acceptance period for the Offer commences today, 4 August 2025 and expires at 15.00 CEST on 15 September 2025. Assuming that the Offer is declared unconditional no later than on or around 17 September 2025, settlement is expected to be initiated on or around 22 September 2025.
OsteoCentric reserves the right to extend the acceptance period for the Offer, one or several times, as well as to postpone the time for settlement.
OsteoCentric has obtained an irrevocable undertaking to accept the Offer from the Company’s founder, largest shareholder and member of the Board of Directors, Rickard Brånemark, holding shares representing approximately 28.21 percent of the shares and 43.47 percent of the votes in Integrum. The irrevocable undertaking applies irrespective of whether a higher competing offer is made. The undertaking terminates if the Offer is not declared unconditional on or before 31 October 2025.
The independent bid committee of the Board of Directors of Integrum has unanimously resolved to recommend that the Company’s shareholders accept the Offer.
Advisors
OsteoCentric has retained Guggenheim Securities, LLC and Avanza Bank AB (publ) as financial advisors and Robinson, Bradshaw & Hinson, P.A. (Robinson Bradshaw) and Advokatfirman Vinge KB as legal advisors in connection with the Offer.
OsteoCentric Oncology and Bone Anchored Prostheses, LLC
The Board of Directors
Information about the Offer
Information about the Offer is made available at: http://www.octoncologyandboneanchoredprostheses.com
The information was submitted for publication on 4 August 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.