TA Associates, through EM Intressenter AB, announces a cash offer of SEK 215 per share to the shareholders of Elos Medtech AB

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. 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 notice" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

TA XIII[1] ("TA Associates"), through EM Intressenter AB[2] ("EM Intressenter"), hereby announces a public offer to the shareholders of Elos Medtech AB ("Elos Medtech" or the "Company") to tender all their shares to EM Intressenter at a price of SEK 215 in cash per share (the "Offer")[3]. The Offer includes shares of both series A and B in the Company. The shares of series B in Elos Medtech are listed on Nasdaq Stockholm, Small Cap.

Summary

• The shareholders of Elos Medtech are offered SEK 215 in cash per share of series A and B in Elos Medtech.

• The total value of the Offer, based on all 8,068,000 outstanding shares of series A and B in Elos Medtech, amounts to approximately SEK 1,735 million.

The price per share in the Offer represents a premium of:

• 8 per cent compared to the closing share price for Elos Medtech's B share on Nasdaq Stockholm of SEK 200 on 10 June 2021 (the last day of trading prior to the announcement of the Offer);

• 15 per cent compared to the volume-weighted average trading price for Elos Medtech's B share of SEK 187 during the period from and including 28 April 2021 (the date of the publication of the Company's interim report for 1 January – 31 March 2021) to and including 10 June 2021 (the last day of trading prior to the announcement of the Offer); and

• 28 per cent compared to the volume-weighted average trading price for Elos Medtech's B share of SEK 168 during the last 90 days prior to the announcement of the Offer.

• Svolder Aktiebolag and the Nilsson family, with in total approximately 21.2 per cent of the shares and 37.5 per cent of the votes in Elos Medtech, have irrevocably undertaken to accept the Offer, irrespective of whether or not a higher competing offer is announced.

• An offer document regarding the Offer is expected to be made public on or about 11 June 2021. The acceptance period for the Offer is expected to commence on or about 14 June 2021 and expire on or about 5 July 2021.

• The Offer is conditional upon the Offer being accepted to such extent that EM Intressenter becomes the owner of shares representing more than 80 per cent of the total number of outstanding shares and more than 50 per cent of the total number of outstanding votes in Elos Medtech. Further, the Offer will be made on the terms and subject to the conditions 2 – 6 set out below in this announcement.

Lovisa Lander, Principal at TA Associates, comments:

"Having followed Elos Medtech's development over several years, we have been impressed by the Company and its management team. However, in order to achieve the long-term potential of the business, we believe that significant investments are required, and with our knowledge, network and resources, we believe TA Associates can help the Company with its continued growth journey. We believe that the Offer represents an attractive valuation to shareholders, fully reflecting Elos Medtech's challenges and opportunities. We look forward to working together with the management team to support Elos Medtech as it continues to strengthen its position as a high-quality development and manufacturing partner with a MedTech focus."

Background and reasons for the Offer

TA Associates, through its more than 50 years of investing, has partnered with more than 80 healthcare companies and is a long-standing investor in the Medical Device field. Through this experience and across investments in relevant companies, TA Associates has built a genuine understanding of the dynamics on both the manufacturing and OEM side. This has provided TA Associates with a strong belief in the true value that global CDMOs such as Elos Medtech can bring.

TA Associates has great respect and admiration for the successful business that has been built since Elos Medtech's founding in 1923. TA Associates has followed Elos Medtech for a long time and has been impressed by the strong reputation of the Company as a high-quality development and manufacturing partner with a MedTech focus. Combined with the long-standing manufacturing operations across Sweden, the U.S., Denmark and Asia, Elos Medtech offers a unique CDMO platform that, with the right investment, can be scaled further. The management team, led by Jan Wahlström, also has a strong focus on value creation opportunities that TA Associates shares.

TA Associates' commercial assessment is that Elos Medtech has built a strong base business centred around long-term relationships with a blue-chip customer base, and the Company has a strong set of manufacturing skills and highly regarded development capabilities. However, TA Associates also have the view that the CDMO market is increasingly competitive, with pressure being observed on both prices and the cost base. As a MedTech investor, TA Associates notes the pace of changing regulatory dynamics, which TA Associates believes will put additional hurdles on CDMOs continued growth possibilities. As such, TA Associates believes that it will be important to materially increase the level of investments into Elos Medtech over the coming years. This will help with the required scaling of manufacturing facilities, investments in R&D and into the regulatory function, which in turn will allow Elos Medtech to retain its strong position as a high-quality CDMO.

TA Associates' plan is to focus on sustainable and continued growth of Elos Medtech's business with additional investments. In particular, TA Associates can have a longer-term investment horizon, which allows a focus on growth support. TA Associates provides significant support, capital and resources, including its international experience and industry network to build scaled leaders in their fields. This long-term partnership approach goes hand in hand with TA Associates' long-standing focus in supporting companies with a family heritage and strong values that TA Associates honours and respects.

TA Associates' plans for the future business and general strategy do not currently include any material changes with regard to Elos Medtech's operational sites, its management and employees, including their terms of employment. Furthermore, there are no employees in EM Intressenter, implying that the Offer will not entail any changes for the management and employees in EM Intressenter.

TA Associates believes that with its knowledge, network and resources, it can help build Elos Medtech into a meaningfully larger company through a number of growth levers, centred around supporting continued investments in R&D and providing continued high-quality services to its customers.

The Offer

Consideration

The shareholders of Elos Medtech are offered SEK 215 in cash per share of series A and B in Elos Medtech.

Should Elos Medtech, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. In the event of either of the foregoing, EM Intressenter reserves the right to determine whether this price adjustment mechanism or condition 6 to completion of the Offer (see below) shall be invoked.

No commission will be charged in respect of the settlement of the Elos Medtech shares tendered to EM Intressenter under the Offer.

Bid premium

The price per share in the Offer represents a premium of[4]:

• 8 per cent compared to the closing share price for Elos Medtech's B share on Nasdaq Stockholm of SEK 200 on 10 June 2021 (the last day of trading prior to the announcement of the Offer);

• 15 per cent compared to the volume-weighted average trading price for Elos Medtech's B share of SEK 187 during the period from and including 28 April 2021 (the date of the publication of the Company's interim report for 1 January – 31 March 2021) to and including 10 June 2021 (the last day of trading prior to the announcement of the Offer); and

• 28 per cent compared to the volume-weighted average trading price for Elos Medtech's B share of SEK 168 during the last 90 days prior to the announcement of the Offer.

Total value of the Offer

The Offer values Elos Medtech, based on all 8,068,000 outstanding shares of series A and B to approximately SEK 1,735 million.

EM Intressenter's shareholding in Elos Medtech

Neither EM Intressenter nor any closely related companies or closely related parties own any shares or financial instruments in Elos Medtech that give financial exposure to Elos Medtech's shares at the time of this announcement.

Neither EM Intressenter nor any of its closely related parties have acquired or agreed to acquire any shares in Elos Medtech at a price above the price in the Offer during the six months preceding the announcement of the Offer or any other financial instruments that give financial exposure to Elos Medtech's shares.

EM Intressenter may acquire, or enter into agreements to acquire, shares in Elos Medtech outside the Offer and any purchases made or arranged will be disclosed in accordance with applicable rules.

Undertakings from shareholders in Elos Medtech to accept the Offer

TA Associates has, on behalf of EM Intressenter, obtained irrevocable undertakings to accept the Offer, irrespective of whether or not a higher competing offer is made, from the following shareholders in Elos Medtech:

• Svolder Aktiebolag ("Svolder") has undertaken to accept the Offer regarding their 297,946 shares of series A and 947,946 shares of series B in Elos Medtech, corresponding to approximately 15.4 per cent of the shares and 21.9 per cent of the votes in Elos Medtech; and
• the Nilsson family ("Nilsson") has undertaken to accept the Offer regarding their 260,880 shares of series A and 201,010 shares of series B in Elos Medtech, corresponding to approximately 5.7 per cent of the shares and 15.6 per cent of the votes in Elos Medtech.

Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 558,826 shares of series A and 1,148,956 shares of series B have been obtained, which corresponds to approximately 21.2 per cent of the shares and 37.5 per cent of the votes in Elos Medtech.

The irrevocable undertakings are terminated if the Offer is withdrawn or lapses (for whatever reason).

If EM Intressenter would acquire any shares in the Company outside the Offer, at a higher price than the Offer price, during the twelve-month period following completion of the Offer, EM Intressenter has undertaken to pay to Svolder and Nilsson the difference between the Offer price and such higher acquisition price. EM Intressenter will ensure that all other shareholders in Elos Medtech that have sold their shares in the Offer will receive corresponding compensation as Svolder and Nilsson receive.

The irrevocable undertakings further include a right of a profit split entailing that Svolder and Nilsson, if they sell their shares to EM Intressenter, respectively, have a right to receive a profit split amount from EM Intressenter, should EM Intressenter within 12 months from the settlement date in the Offer sell the shares in Elos Medtech to a third party. Any such profit split shall be equal to the difference between the price in the Offer (adjusted for any dividends or value transfers if any) and the higher sale price to a third party, less the pro rata part of the transaction costs. EM Intressenter will ensure that all shareholders in Elos Medtech that sell their shares to EM Intressenter in the Offer are entitled to a corresponding profit split, on the same terms as Svolder and Nilsson.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that EM Intressenter becomes the owner of shares representing more than 80 per cent of the total number of outstanding shares and more than 50 per cent of the total number of outstanding votes in Elos Medtech;

2. no other party announcing an offer to acquire shares in Elos Medtech on terms that are more favourable to the shareholders in Elos Medtech than the Offer;

3. neither the Offer nor the acquisition of Elos Medtech 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;

4. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Elos Medtech's financial position or operation, including Elos Medtech's sales, results, liquidity, equity ratio, equity or assets;

5. no information made public by Elos Medtech, or otherwise made available to EM Intressenter by Elos Medtech, being inaccurate, incomplete or misleading, and Elos Medtech having made public all information which should have been made public; and

6. Elos Medtech not taking any action that is likely to impair the prerequisites for making or completing the Offer.

EM Intressenter reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 6 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to EM Intressenter's acquisition of Elos Medtech or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

EM Intressenter reserves the right to waive, in whole or in part, one, several or all of the conditions 1 – 6 set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Information about EM Intressenter and TA Associates

EM Intressenter AB (under name change from Goldcup 27911 AB) is a newly established Swedish limited liability company (with corporate registration number 559318-3576, domiciled in Stockholm), indirectly wholly-owned by TA Associates. EM Intressenter was founded on 11 May 2021 and registered with the Swedish Companies Registration Office on 19 May 2021. EM Intressenter has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer.

TA Associates is a leading global growth-focused investment firm founded in 1968. Focused on targeted sectors within five industries – technology, healthcare, financial services, consumer and business services – TA Associates invests in profitable, growing companies with opportunities for sustained growth, and has invested in more than 535 companies around the world. Investing as either a majority or minority investor, TA Associates employs a long-term approach, utilizing its strategic resources to help management teams build lasting value in high quality growth companies. TA Associates has raised $47.5 billion in capital since its founding. TA Associates has a global presence, with offices around the world in Boston, Menlo Park, London, Mumbai and Hong Kong. For further information about TA Associates, please visit: www.ta.com.

Financing of the Offer

The consideration payable in respect of the Offer is financed in full by a combination of funds available to EM Intressenter by way of commitments from its owners and its closely related parties, and debt financing arranged or provided to EM Intressenter on terms customary for financing of public offers on the Swedish market.

The above-mentioned financing provides EM Intressenter with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Review of information in connection with the Offer

EM Intressenter has in connection with the preparations of the Offer been permitted by Elos Medtech to review limited information for confirmatory purposes. Elos Medtech has informed EM Intressenter that no inside information has been disclosed during this process to EM Intressenter.

Approvals from authorities

According to EM Intressenter's assessment, the transaction will not require any approvals from competition authorities or any other authorities.

Statement by the board of directors of Elos Medtech

The board of directors of Elos Medtech is, according to the Takeover Rules for Nasdaq Stockholm (the "Takeover Rules") expected to announce their statement regarding the Offer no later than two weeks prior to the expiry of the acceptance period of the Offer.

Preliminary timetable^[5]

Publication of the offer document                     11 June 2021

Acceptance period                                                14 June – 5 July 2021

Commencement of settlement                          14 July 2021

EM Intressenter reserves the right to extend the acceptance period, as well as to postpone the settlement date.

Compulsory redemption proceedings and delisting

If EM Intressenter, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Elos Medtech, EM Intressenter intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Elos Medtech and to promote delisting of Elos Medtech's shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as any agreements entered into between EM Intressenter and the shareholders in Elos Medtech as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's statements and rulings regarding interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer. Furthermore, EM Intressenter has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on 9 June 2021 contractually undertaken, in writing, towards Nasdaq Stockholm AB ("Nasdaq") to comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq in event of breach of the Takeover Rules. On 11 June 2021, EM Intressenter informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) about the Offer and the above-mentioned undertaking towards Nasdaq.

Advisors

Roschier Advokatbyrå AB is legal advisor to TA Associates and EM Intressenter in connection with the Offer.

EM Intressenter AB

The board of directors

Information about the Offer:

Information about the Offer is made available at:

www.elosmedtech-offer.com

For enquiries, please contact:

Fogel & Partners

Alexandra Barganowski

Email: alexandra.barganowski@fogelpartners.se

Telephone: +46 72 083 27 50

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this press release was submitted for publication by EM Intressenter in accordance with the Takeover Rules. The information was submitted for publication on 11 June 2021 at 07.15 a.m. (CEST).

Important notice

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.

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised" person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). 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 shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA (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 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 EM Intressenter and Elos Medtech.

Any such forward-looking statements speak only as of the date on which they are made and EM Intressenter 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. The reader should, however, consult any additional disclosures that EM Intressenter or Elos Medtech have made or may make.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Elos Medtech, a company incorporated under Swedish law, and subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Elos Medtech domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Elos Medtech's financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Elos Medtech to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Elos Medtech's other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for Elos Medtech's shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Elos Medtech and EM Intressenter are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Elos Medtech's shareholders may not be able to sue Elos Medtech or EM Intressenter or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Elos Medtech or EM Intressenter and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, EM Intressenter and its affiliates or its brokers and its brokers’ affiliates (acting as agents for EM Intressenter or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Elos Medtech outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to EM Intressenter may also engage in ordinary course trading activities in securities of Elos Medtech, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither EM Intressenter nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.