Roxellen BidCo announces final outcome and completes the offer to the shareholders of MedHelp

This announcement is not an offer, whether directly or indirectly, in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States of America, or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. 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 announcement and in the Offer Document (as defined below).

On 25 July 2025, Terveystalo Healthcare Oy[1] (“Terveystalo Healthcare”), a wholly-owned indirect subsidiary of Terveystalo Plc[2] (“Terveystalo”), together with MH Sjukvårdsrådgivning Holding AB[3] (together, the “Consortium” and the “Consortium Parties”, respectively), acting through Roxellen BidCo AB[4] (“Roxellen BidCo” or the “Offeror”), announced a recommended public offer to the shareholders of MedHelp Care Aktiebolag (publ) (“MedHelp” or the “Company”) to tender all shares in MedHelp to Roxellen BidCo (the “Offer”). A Swedish language offer document relating to the Offer was published on the same day (the “Offer Document”), and a supplement to the Offer Document was published on 15 August 2025.

On 8 August 2025, Roxellen BidCo announced that, following the announcement of the Offer, the Consortium Parties had in total acquired 3,523,062 shares in MedHelp in the market, corresponding to approximately 11.6 percent of the shares and votes, and that, together with the approximately 69.5 percent of the shares and votes already held by MH Sjukvårdsrådgivning Holding AB and irrevocable undertakings to accept the Offer obtained from shareholders in MedHelp[5], representing approximately 8.94 percent of the shares and votes in MedHelp, Roxellen BidCo had consequently secured shares corresponding to approximately 90.0 percent of the shares and votes in MedHelp and that the required acceptance level for the Offer had thus been satisfied.

Since the announcement on 8 August 2025, no additional share purchases have been made during the acceptance period for the Offer.

Further, on 15 August 2025, Roxellen BidCo announced that all necessary regulatory approvals for the Offer had been obtained and, as a result, that completion of the Offer was no longer conditional upon the receipt of any regulatory, governmental or similar clearances.

At the end of the acceptance period on 1 September 2025, the Offer had been accepted by shareholders representing in total 5,379,736 shares, corresponding to approximately 17.7 percent of the shares and votes in MedHelp. Together with the shares already held by MH Sjukvårdsrådgivning Holding AB and the shares acquired in the market by the Consortium Parties following the announcement of the Offer, Roxellen BidCo’s shareholding in MedHelp amounts to in aggregate 30,051,298 shares, corresponding to approximately 98.7 percent of the shares and votes in MedHelp.

Consequently, in light of the above, all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional and Roxellen BidCo will complete the acquisition of shares tendered in the Offer.

Settlement for shares tendered in the Offer is expected to commence on or around 5 September 2025. Roxellen BidCo will not extend the acceptance period for the Offer and the Offer is now closed.

As previously announced, Roxellen BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in MedHelp and to promote delisting of MedHelp’s shares from Nasdaq First North Growth Market.

Advisors

The Offeror has retained Danske Bank A/S, Finland Branch as financial advisor and White & Case as legal advisor in connection with the Offer. MH Sjukvårdsrådgivning Holding AB has retained Setterwalls Advokatbyrå AB as legal advisor in connection with the Offer.

Information about the Offer

Information about the Offer is made available at: www.medtech-offer.com.

For enquiries, please contact:

Terveystalo Media desk

+358 50 358 1170, viestinta@terveystalo.com

Mark Hauschildt, Roxellen BidCo

hauschildtmark@gmail.com

The information was submitted for publication on 3 September 2025 at 08:30 (CEST).

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 announcement is not an offer, whether directly or indirectly, in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States of America, or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law (the “Restricted Jurisdictions”).

The release, publication or distribution of this press release in or into jurisdictions other than Sweden may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in Sweden to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this press release had been prepared in accordance with the laws of jurisdictions other than Sweden.

Unless otherwise determined by the Offeror or required by Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this press release and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Offer to shareholders of MedHelp who are not resident in and citizens of Sweden may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of Sweden should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

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 their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential 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 “anticipates”, “intends”, “expects”, “believes”, “estimates”, “plans”, “will be” 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. Actual results and developments may differ materially from those expressed in, or implied or projected by these forward-looking statements due to many factors, many of which are outside the control of the Offeror. Forward-looking statements appear in a number of places throughout this announcement and the information incorporated by reference into this announcement and may include statements regarding the intentions, beliefs or current expectations of the Offeror or MedHelp concerning, amongst other things: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies, the expansion and growth of the Offeror’s or MedHelp’s business operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation and industry changes on the business of the Offeror or MedHelp. Any forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, the Offeror expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this announcement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that the Offeror or MedHelp have made or may make.