Sanolium contemplates issuance of new senior secured bonds, announces a conditional tender offer for its outstanding 2019/2024 bonds and gives a conditional call notice of early redemption

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW

Sanolium AB (publ) (the “Company” or “Sanolium”) has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch as Global Coordinator and Joint Bookrunner and Carnegie Investment Bank AB (publ) as Joint Bookrunner to arrange a series of credit investor meetings to explore the possibility of issuing floating rate senior secured bonds under a total framework of SEK 1,500m, with an expected tenor of five years and an expected initial amount of SEK 1,000m (the “New Bonds”). Subject to market conditions, a capital markets transaction may follow. The proceeds from the contemplated issue will be used to refinance the outstanding SEK 800,000,000 bonds issued under the 2019/2024 senior secured bond framework due 2024 with ISIN SE0012596179 (the “Existing Bonds”) and for general corporate purposes.

In conjunction with the potential issue of the New Bonds, Sanolium is offering holders of the Existing Bonds to tender any and all of their Existing Bonds for purchase by Sanolium for cash (the “Tender Offer”) at a purchase price equal to 100 per cent. of the nominal amount plus accrued and unpaid interest. The Existing Bonds will be repurchased subject to the terms and conditions described in the tender information document dated 29 February 2024 (the “Tender Information Document”). The full terms and conditions of the Tender Offer can be found in the Tender Information Document, which is available on in the following link https://www.cambio.se/om-oss/investor-relations/.

The Tender Offer expires at 12:00 CET on 7 March 2024, unless extended, re-opened, withdrawn or terminated at the sole discretion of Sanolium. Settlement of the Tender Offer is expected to occur on or around 15 March 2024. The Tender Offer is in its entirety conditional upon, among other things, a successful issue of the New Bonds and that the amount that Sanolium intends to use for repurchases under the Tender Offer will not exceed the proceeds from the New Bonds.

Sanolium will, in connection with the allocation of the New Bonds, consider, among other factors, whether or not the relevant investor seeking an allocation of the New Bonds has, prior to such allocation, validly tendered Existing Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document.

Conditional upon the successful issuance of the New Bonds and the disbursement of the net proceeds from such issuance, Sanolium hereby exercises its right for early redemption of the Existing Bonds not being tendered in the Tender Offer, in accordance with the terms and conditions of the Existing Bonds. The Existing Bonds will be redeemed on 26 March 2024. The redemption amount will be the applicable call option amount (being a price equal to 100 per cent. the nominal amount) plus accrued and unpaid interest, and the redemption amount will be paid to the relevant bondholders holding Existing Bonds on 19 March 2024.

Sanolium has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch as sole global coordinator and joint bookrunner and Carnegie Investment Bank AB as joint bookrunner of the issuance of the New Bonds, and as dealer managers in connection with the Tender Offer. Advokatfirman Cederquist acted as legal advisor to the joint bookrunners and Roschier Advokatbyrå acted as legal advisor to the Company.

Dealer Managers:
DNB Markets, a part of DNB Bank ASA, Sweden Branch: +47 23 26 80 99, bond.syndicate@dnb.no
Carnegie Investment Bank AB (publ): dcmsyndicate@carnegie.se

For further information, please contact:

Rami Avidan, CEO, Cambio
+46 070 793 483
rami.avidan@cambio.se

Johannes Fabó, CFO, Cambio
+46 730 599 368
Johannes.fabo@cambio.se

Jenny Styren, Chief Marketing & Communications Officer, Cambio
+46 703 793 483
jenny.styren@cambio.se

Sanolium AB, parent of the Cambio Group (“Cambio” or “the Company”) operating entities, is an e-health company providing comprehensive IT solutions to improve healthcare and patient safety. Cambio is one of the largest suppliers in Scandinavia with more than 200,000 users across regions and municipalities, general and university hospitals, health centers and specialist units. Cambio has offices in Sweden, Denmark, United Kingdom and Sri Lanka.