OSTEOCENTRIC ANNOUNCES A RECOMMENDED CASH OFFER OF SEK 44 PER SHARE TO THE SHAREHOLDERS OF INTEGRUM

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.

OsteoCentric Oncology and Bone Anchored Prostheses, LLC, a subsidiary of OsteoCentric Technologies, Inc. (“OsteoCentric“ or the “Offeror”), hereby announces a recommended public offer to the shareholders of Integrum AB (publ) (“Integrum” or the “Company”) 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.

The Company’s founder and largest shareholder, Rickard Brånemark, holding shares representing approximately 28.21 percent of the shares and 43.47 percent of the votes in Integrum, has irrevocably undertaken to accept the Offer. The independent bid committee of the Board of Directors of Integrum has unanimously resolved to recommend that the Company’s shareholders accept the Offer.

Key highlights and summary of the Offer

• OsteoCentric offers SEK 44.00 in cash per Integrum share, irrespective of share class (the “Offer Price”). The total value of the Offer is approximately SEK 939 million.[1]
• The Offer Price represents a premium of approximately:
  • 124 percent compared to the closing price of SEK 19.66 of Integrum’s class B shares on Nasdaq First North Growth Market on 21 July 2025, which was the last trading day prior to the announcement of the Offer;
  • 116 percent compared to the volume-weighted average trading price of SEK 20.39 of Integrum’s class B shares on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer;
  • 164 percent compared to the volume-weighted average trading price of SEK 16.64 of Integrum’s class B shares on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer; and
  • 146 percent compared to the volume-weighted average trading price of SEK 17.86 of Integrum’s class B shares on Nasdaq First North Growth Market during the last 180 trading days prior to the announcement of the Offer.
• The independent bid committee of the Board of Directors of Integrum unanimously recommends that the Company’s shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Grant Thornton.
• The Company’s founder and largest shareholder, Rickard Brånemark, holding shares representing approximately 28.21 percent of the shares and 43.47 percent of the votes in Integrum, has irrevocably undertaken to accept the Offer.
• The Offer is conditional upon the Offer being accepted to such extent that OsteoCentric becomes the owner of shares representing more than 90 percent of the total number of shares in Integrum. In addition, the Offer is made on the terms and subject to the conditions (ii)–(vii) set out below in this announcement.
• The acceptance period is expected to commence on or around 4 August 2025 and expire on or around 15 September 2025.

Eric Brown, CEO and Founder of OsteoCentric, comments:

“This transaction would combine two complementary technologies and create a stronger proposition for both patients and payors. Furthermore, our established presence and reputation across the U.S. market, would enable for Integrum to deliver on its U.S. market expansion. We have therefore placed an attractive cash offer to the shareholders of Integrum, underscored by the support from the independent bid committee and the largest shareholder of Integrum.”

Rickard Brånemark, Founder and largest shareholder of Integrum, comments:

“As the founder and largest shareholder of Integrum, I am proud of the Company’s accomplishments over the years and remain committed to supporting the future success of the Company. OsteoCentric has a proven track record of innovating Mechanical Integration and a strong network in the important US market, providing a highly suitable platform for Integrum’s continued journey. I believe that this industrial logic, combined with an attractive premium, creates a compelling proposition to all shareholders and I will therefore accept the offer.”

Background to and strategic rationale for the Offer

Integrum is a leader and pioneer of osseointegration technology. Since its inception in 1998, Integrum has helped hundreds of amputees improve their quality of life through its innovative and FDA approved OPRA^TM Implant System, a clinically proven bone-anchored prosthesis system. For more information about Integrum, please refer to Integrum’s website: https://integrum.se/.

OsteoCentric is a U.S. based medical device technology company pioneering UnifiMI – the world’s first Mechanical Integration fastener leveraging MIS bone preservation technology to create instant and sustainable implant stability. UnifiMI is a platform technology applicable to dental implants and orthopedic applications across Trauma, Sports, Spine, Recon, SI Fusion, Extremities, Oncology, and Bone Anchored Prostheses. OsteoCentric currently has 21 FDA clearances and holds over 25 US patents and 85 OUS patents.

As a company with the same ultimate focus to elevate standard of care and improve outcome for patients, OsteoCentric sees significant benefits for Integrum as a part of OsteoCentric.

Integrum and OsteoCentric have distinct but highly complementary technologies. By applying OsteoCentric’s UnifiMI® that is based on Mechanical Integration, to the OPRA^TM platform based on osseointegration, the combined business can improve and accelerate sustained stability and mobility of patients. This would create a stronger proposition for both payors and patients.

Furthermore, successfully delivering on Integrum’s announced strategic shift that, among other things, focuses on driving further market penetration in the U.S. market, will require presence and experience that will require time and resources. OsteoCentric’s established presence in over 90 Level 1 teaching hospitals across the U.S. and its trusted reputation as a technology disruptor and innovator provide a robust launchpad to enable Integrum’s U.S. market expansion.

Together, the combined company will be well positioned to drive greater adoption amongst a vast number of amputees.

Management and employees

OsteoCentric highly values the skills and talents of Integrum’s management and employees as key elements of the Company. Given OsteoCentric’s current knowledge of Integrum and in light of current market conditions, OsteoCentric does not intend to materially alter the operations of Integrum following the implementation of the Offer. There are currently no decisions on any material changes to Integrum’s or OsteoCentric’s employees and management or to the existing organization and operations, including the terms of employment and locations of the business.

The Offer

Consideration

OsteoCentric offers SEK 44.00 in cash per Integrum share, irrespective of share class.

Should Integrum, prior to settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the Offer Price will be reduced accordingly.

The total fully diluted equity value of the Offer is approximately SEK 939 million.[2]

No commission will be charged in connection with settlement of the Offer.

The Offer Price represents a premium of approximately:

• 124 percent compared to the closing price of SEK 19.66 of Integrum’s class B shares on Nasdaq First North Growth Market on 21 July 2025, which was the last trading day prior to the announcement of the Offer;
• 116 percent compared to the volume-weighted average trading price of SEK 20.39 of Integrum’s class B shares on Nasdaq First North Growth Market during the last 30 trading days prior to the announcement of the Offer;
• 164 percent compared to the volume-weighted average trading price of SEK 16.64 of Integrum’s class B shares on Nasdaq First North Growth Market during the last 90 trading days prior to the announcement of the Offer; and
• 146 percent compared to the volume-weighted average trading price of SEK 17.86 of Integrum’s class B shares on Nasdaq First North Growth Market during the last 180 trading days prior to the announcement of the Offer.

OsteoCentric’s shareholding in Integrum

Neither OsteoCentric nor any closely related companies or closely related parties own any shares or other financial instruments in Integrum that give financial exposure to Integrum’s shares at the time of this announcement, nor has OsteoCentric acquired or agreed to acquire any Integrum shares or any financial instruments that give financial exposure to Integrum’s shares during the six months preceding the announcement of the Offer.

OsteoCentric may acquire, or enter into agreements to acquire, shares in Integrum (or any securities that are convertible into, exchangeable for or exercisable for such shares) outside the Offer, but in any event, at a price per share not more than the Offer Price. Any purchases made or agreed will be in accordance with Swedish law and the Stock Market Self-Regulation Committee’s takeover rules for certain trading platforms (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.

Conflicts of interest

Rickard Brånemark is a member of the Board of Directors as well as the largest shareholder of Integrum. As Rickard Brånemark has entered into an irrevocable undertaking to accept the Offer, he is deemed to have a conflict of interest in relation to the Offer and have not participated in, and will not participate in, the Company’s handling of, or resolutions regarding, matters relating to the Offer.

Statement from the independent bid committee of the Board of Directors of Integrum and fairness opinion

The independent bid committee of the Board of Directors of Integrum unanimously recommends the shareholders of Integrum to accept the Offer. The independent bid committee of the Board of Directors of Integrum consists of all seven board members excluding Rickard Brånemark, being Bengt Sjöholm, Karin Wingstrand, Cecilia Wikström, Andrew Christensen, Scott Flora, Kristofer Westergren, and Anette Lindqvist. Kristofer Westergren is the chairman of the bid committee. The independent bid committee of Integrum has obtained a fairness opinion from Grant Thornton regarding the Offer stating that the Offer is fair from a financial point of view to the shareholders of Integrum.

Undertakings from shareholders of Integrum

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.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that OsteoCentric becomes the owner of shares in Integrum representing more than 90 percent of the total number of shares in Integrum (on a fully diluted basis);
2. the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of Integrum, including from authorities for foreign direct investments (FDI), in each case on terms which, in OsteoCentric’s opinion, are acceptable;
3. no circumstances having occurred which have a material adverse effect or could reasonably be expected to have a material adverse effect on Integrum’s financial or regulatory position, prospects or operations, including Integrum’s sales, results, liquidity, equity ratio, equity or assets;
4. neither the Offer nor the acquisition of Integrum being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. Integrum not taking any action that is likely to impair the prerequisites for making or completing the Offer;
6. no information made public by Integrum or disclosed by Integrum to OsteoCentric being materially inaccurate, incomplete or misleading, and Integrum having made public all information which should have been made public by Integrum; and
7. no other party announcing an offer to acquire shares in Integrum on terms more favourable to the shareholders of Integrum than the Offer.

OsteoCentric reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions (ii)–(vii) above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to OsteoCentric’s acquisition of Integrum or if otherwise approved by the Swedish Securities Council.

OsteoCentric reserves the right to waive, in whole or in part, one or more of the conditions above, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance.

Information regarding OsteoCentric

Founded in 2015 and based in Austin, Texas, OsteoCentric is a privately held medical device company pioneering Mechanical Integration, a disruptive bone preservation and continuous primary stability interface technology. OsteoCentric collaborates with design surgeons to leverage its UnifiMI® technology for orthopaedic and dental implants to immediately interlock and mechanically integrate with bone to provide instant and lasting multi-axial stability and load sharing in normal, compromised and osteoporotic bone.

For more information about OsteoCentric, please see OsteoCentric’s website: https://www.osteocentric.com

Financing of the Offer

The Offer is not subject to any financing conditions. The consideration payable to the Company’s shareholders under the terms of the Offer will be financed by available cash at OsteoCentric and equity commitments.

Treatment of warrant holders

Certain employees hold warrants in Integrum issued within the Company’s incentive programs. Such financial instruments are not included in the Offer. However, OsteoCentric will procure that the owners of such warrants in Integrum will receive reasonable treatment.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, including foreign direct investment approvals, being obtained, in each case on terms which, in OsteoCentric’s opinion, are acceptable. According to OsteoCentric current assessment, the Offer will require approval regarding foreign direct investment in Sweden. OsteoCentric has commenced preparations for the filing pertaining to the Offer. OsteoCentric expects the relevant clearance to be obtained prior to the end of the acceptance period.

Due diligence in connection with the Offer

OsteoCentric has, in connection with the preparations of the Offer, conducted a due diligence review of Integrum. Integrum has confirmed that OsteoCentric has not been provided with any inside information regarding Integrum in connection with the due diligence review.

Preliminary timetable

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.

Compulsory redemption proceedings and delisting

If OsteoCentric, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in Integrum, OsteoCentric intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) to acquire all remaining shares in Integrum and to promote delisting of Integrum’s shares from Nasdaq First North Growth Market.

Governing law and disputes

The Offer and the agreements entered into in relation to the Offer shall be governed by Swedish law. The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Offer. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with the Stockholm District Court as first instance.

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 22 July 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

OsteoCentric@fogelpartners.se

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.