Terveystalo Healthcare Oy has acquired 72.14 percent of the shares in Feelgood Svenska AB (publ) and makes a recommended mandatory public offer of SEK 5.70 per share

THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES 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 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.

Press release

8 June 2021

Terveystalo Healthcare Oy[1] (“Terveystalo Healthcare”) has entered into share transfer agreements to acquire 76,681,134 shares in Feelgood Svenska AB (publ) (“Feelgood”), corresponding to 72.14 percent of all shares and votes in Feelgood, thereby passing the mandatory offer threshold. Terveystalo Healthcare hereby announces a recommended mandatory cash offer to the shareholders of Feelgood to tender all their shares in Feelgood to Terveystalo Healthcare for a consideration of SEK 5.70 in cash per share. The mandatory offer is made pursuant to the Swedish rules on mandatory offers, as set out in Chapter 3, Section 1 of the Swedish Takeover Act (2006:451).

Terveystalo Healthcare, a company indirectly wholly owned by Terveystalo Plc^[2] (“Terveystalo”), has entered into share transfer agreements to acquire 76,681,134 shares in Feelgood from certain large shareholders of Feelgood at a price of SEK 5.70 in cash per share (the “Share Transfer Agreement”). As a result of the acquisition, Terveystalo Healthcare will own shares in Feelgood corresponding to 72.14 percent of all shares and votes in Feelgood.

The acquisition of shares under the Share Transfer Agreement will trigger an obligation for Terveystalo Healthcare to make a mandatory cash offer for the remaining shares in Feelgood within four weeks from Terveystalo Healthcare becoming owner of the Feelgood shares, pursuant to the Swedish Takeover Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).

Against this background, Terveystalo Healthcare hereby announces a recommended mandatory cash offer to the shareholders of Feelgood to tender all their shares in Feelgood to Terveystalo Healthcare for a consideration of SEK 5.70 in cash per share (the “Offer”). The shares in Feelgood are admitted to trading on Nasdaq Stockholm, Small Cap.

The Offer in brief

• Terveystalo Healthcare owns shares corresponding to 72.14 percent of all shares and votes in Feelgood. In addition, Terveystalo Healthcare has obtained irrevocable and unconditional undertakings to accept the Offer in respect of 6.09 percent of all shares and votes in Feelgood, which together with the shares owned by Terveystalo Healthcare thus corresponds to 78.23 percent of all shares and votes in Feelgood.
• The shareholders of Feelgood are offered SEK 5.70 in cash per share in Feelgood. Terveystalo Healthcare will neither increase the Offer consideration nor purchase any shares in Feelgood at a consideration exceeding the Offer consideration during the Offer or following the completion of the Offer, provided, however, that this statement shall not apply if a competing offer is announced. The total value of the Offer based on all shares in Feelgood amounts to approximately SEK 606 million.
• The Offer consideration represents a premium of:
  • 43 percent compared to the closing price of SEK 3.98 for Feelgood’s share on Nasdaq Stockholm on 7 June 2021, being the last day of trading before the announcement of the Offer;
  • 55 percent compared to the volume-weighted average trading price of SEK 3.67 for Feelgood’s share on Nasdaq Stockholm during the last 30 trading days before the announcement of the Offer; and
  • 82 percent compared to the volume-weighted average trading price of SEK 3.13 for Feelgood’s share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.
• Feelgood’s Independent Bid Committee has confirmed to Terveystalo Healthcare that it has unanimously decided to recommend that Feelgood’s shareholders accept the Offer. The recommendation is supported by a fairness opinion from Alvarez & Marsal Nordics AB according to which the Offer is fair to Feelgood’s shareholders from a financial point of view.
• The completion of the Offer is not subject to any conditions.
• An offer document regarding the Offer is expected to be published on or about 10 June 2021. The acceptance period for the Offer is expected to commence on or about 11 June 2021 and end on or about 12 July 2021. Expected settlement date is 19 July 2021.

“Finland is an international pioneer in occupational health and Terveystalo a clear market leader in the field. Thanks to our scale, we have been able to invest in occupational health processes, services and digital tools. A combination with Feelgood, a leading Swedish occupational healthcare company, is a perfect first step for us in scaling our capabilities beyond Finland's borders. With the combination, the number of employees covered by our occupational health services will more than double to over 1.5 million. In the future, we can offer this customer base new and more diverse health and well-being services by leveraging our advanced digital tools, broader geographical network, as well as our combined occupational health expertise. Together with Feelgood, we have the opportunity to create significant added value for our customers, employees and owners. We warmly welcome the Feelgood team to Terveystalo and look forward to our cooperation to promote future growth”, commented Ville Iho, President and CEO of Terveystalo.

“The independent bid committee considers that the offer from Terveystalo Healthcare is reasonable and unanimously recommends Feelgood's shareholders to accept the offer, which is also supported by a so-called fairness opinion from Alvarez & Marsal Nordics AB” commented Göran Hägglund, chairman of Feelgood's board and chairman of Feelgood’s Independent Bid Committee.

“I see Terveystalo’s decision to acquire us as proof that we have done a good job. With Terveystalo as the new owner, Feelgood becomes an even stronger company, both financially as well as in terms of resources and expertise. I believe we are able to increase the pace of our planned development and grow faster in both current operations and adjacent services, and, in the long run, broaden our service offering”, commented Joachim Morath, CEO of Feelgood.

Background and reasons for the Offer

Terveystalo is the largest private healthcare provider in Finland and the market leader in occupational healthcare. Occupational healthcare (OHC) is Terveystalo’s largest business area, and Terveystalo provides occupational health services for over 24,000 companies as well as the public sector, serving approximately 700,000 employee customers in Finland. Terveystalo differentiates with advanced population healthcare management tools and practices and world class digital solutions that deliver measurable health and cost benefits for OHC customers. Terveystalo focuses on holistic treatment through integrating episodes into effective care chains. The company offers the full scope of healthcare and well-being services from preventive and primary care to specialty care, diagnostics, outpatient surgery and rehabilitation. High medical quality is at the core of Terveystalo’s mission and values, and Terveystalo aims to build better healthcare for its customers, employees and the wider society. Approximately 13,000 professionals (including private practitioners) work at Terveystalo, and during the financial year 2020 the group’s revenues amounted to EUR 986.4 million.

Terveystalo has an ambition to expand its presence in the Nordic countries, which is a natural geographical area for Terveystalo to expand in. The combination with Feelgood, one of Sweden's leading occupational healthcare companies, opens the door for Terveystalo to the growing Swedish healthcare market and is an important step in Terveystalo's expansion and growth outside Finland.

To this end, Terveystalo can offer an exciting plan for Feelgood, utilizing Feelgood’s established position to further develop its service offering towards more integrated care chains by growing the service portfolio with new primary and specialty care services and digital solutions. Terveystalo adds value to Feelgood’s customers with its industry leading capabilities in occupational health, AI based digital tools and intelligent service platform, while Feelgood complements Terveystalo’s service offering, brings strong knowhow and tools on preventive care and adds scale to its operations. With the combination, the number of employees covered by Terveystalo's occupational health services will more than double to over 1.5 million. For this larger customer base, Terveystalo can offer a wider range of health and well-being services by utilizing a more comprehensive geographical network and advanced digital tools and processes.

Both Terveystalo and Feelgood have consistently invested in digital development and in expanding their service portfolio. Therefore, Terveystalo believes that Feelgood and its management share Terveystalo’s view of how to further develop the service offering as well as its digital platform. For employees and private practitioners, the combined group can provide interesting career paths and development opportunities by sharing best practices and creating new ways of working. Terveystalo is the most desired employer for physicians and students in Finland and Feelgood has been a popular employer in the field in Sweden. Terveystalo’s intentions do not currently entail any material changes as regards Feelgood’s management and employees, including their terms of employment, or as regards Feelgood’s business or the sites where Feelgood conducts its operations. The integration of Feelgood and Terveystalo may in the medium to long term entail some changes to the organisation, operation and employees of the combined group. The specific initiatives to be implemented will be determined following completion of the Offer pursuant to a detailed review of the combined businesses. Before completion of such review, it is too early to say which specific initiatives will be taken and the impact that these would have. Terveystalo intentions do not currently entail staff reductions. Should Terveystalo and Feelgood be successful in their future growth plans, it would offer new opportunities for different professionals.

The Offer

Consideration

The shareholders of Feelgood are offered SEK 5.70 in cash per share in Feelgood. Terveystalo Healthcare will neither increase the Offer consideration nor purchase any shares in Feelgood at a consideration exceeding the Offer consideration during the Offer or following the completion of the Offer, provided, however, that this statement shall not apply if a competing offer is announced.

Should Feelgood, 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.

No commission will be charged in respect of the settlement of the Feelgood shares tendered to Terveystalo Healthcare under the Offer.

Premiums

The Offer consideration represents a premium of:

• 43 percent compared to the closing price of SEK 3.98 or Feelgood’s share on Nasdaq Stockholm on 7 June 2021, being the last day of trading before the announcement of the Offer;
• 55 percent compared to the volume-weighted average trading price of SEK 3.67 for Feelgood’s share on Nasdaq Stockholm during the last 30 trading days before the announcement of the Offer; and
• 82 percent compared to the volume-weighted average trading price of SEK 3.13 for Feelgood’s share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.

Total value of the Offer

The total value of the Offer, based on all 106,290,371 shares in Feelgood, amounts to approximately SEK 606 million.

Terveystalo’s shareholding in Feelgood, the mandatory offer obligation, etc.

Terveystalo Healthcare has entered into the Share Transfer Agreement to acquire 76,681,134 shares, corresponding to 72.14 percent of all shares and votes in Feelgood, at a price of SEK 5.70 in cash per share. The sellers under the Share Transfer Agreement include Provobis Holding AB, Rolf Lundström, Ringvägen Venture AB, David Stillström, RCL Holding AB, Uwe Löffler, Tastsinn AB, AB Syoto, Anna-Maria Lundström Törnblom, Åke Bäckström, Logistik Restauranger AB, Joacim Morath and Hanna Kusterer.

Neither Terveystalo Healthcare nor Terveystalo nor any of their closely related parties[3] own any additional shares in Feelgood or financial instruments in Feelgood that give financial exposure to Feelgood’s shares at the time of the announcement of the Offer, nor has Terveystalo Healthcare or Terveystalo acquired or agreed to acquire any shares in Feelgood or any financial instruments that give financial exposure to Feelgood’s shares during the six months preceding the announcement of the Offer, other than the undertakings from shareholders in Feelgood to accept the Offer as set out below.

The acquisition of the Feelgood shares under the Share Transfer Agreement triggers an obligation for Terveystalo Healthcare to make a mandatory cash offer for the remaining shares in Feelgood, pursuant to the Swedish Takeover Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).

The acquisition of the Feelgood shares under the Share Transfer Agreement will further result in Terveystalo and Terveystalo Healthcare becoming parent companies of Feelgood. For this reason, the so-called Management Buyout rules in Section III of Nasdaq Stockholm’s Takeover Rules will apply to the Offer, which implies that Feelgood’s Independent Bid Committee shall obtain a valuation or fairness opinion regarding the Offer from an independent expert and that the acceptance period of the Offer shall be at least four weeks long.

Undertakings from shareholders in Feelgood to accept the Offer

Torsten Söderberg and Eric Norlander, who in aggregate own 6,472,735 shares corresponding to 6.09 percent of all shares and votes in Feelgood, have irrevocably and unconditionally undertaken towards Terveystalo Healthcare to accept the Offer.

Recommendation from Feelgood’s Independent Bid Committee

Feelgood’s Independent Bid Committee – consisting of the independent board members Göran Hägglund and Karin Wallin – has confirmed to Terveystalo Healthcare that it has unanimously decided to recommend that Feelgood’s shareholders accept the Offer. The recommendation is supported by a fairness opinion from Alvarez & Marsal Nordics AB according to which the Offer is fair to Feelgood’s shareholders from a financial point of view.

Two members of Feelgood’s board of directors, Eric Norlander and Torsten Söderberg, have in their capacity as shareholders irrevocably and unconditionally undertaken to accept the Offer. Furthermore, RCL Holding AB, which is a related party of Feelgood’s board member Christoffer Lundström, has sold its shares in Feelgood to Terveystalo Healthcare pursuant to the Share Transfer Agreement. Considering these contractual arrangements, these board members have, in accordance with Nasdaq Stockholm’s Takeover Rules, not participated, and will not participate, in Feelgood’s handling and evaluation of the Offer.

Conditions for completion of the Offer

The completion of the Offer is not subject to any conditions. Accordingly, the completion of the Offer is not conditional upon any clearances, approvals, decisions or other actions from authorities or similar.

Financing of the Offer

The completion of the Offer is not subject to any financing condition. The Offer is fully financed by a combination of cash funds available within the Terveystalo group and debt financing provided by OP Corporate Bank Plc on terms that are customary to financing of public offers on the Swedish market. The funds required for the financing of the Offer are available to Terveystalo Healthcare under a funding commitment provided by companies within the Terveystalo group.

Due diligence

Terveystalo Healthcare has been permitted by Feelgood to carry out a limited confirmatory due diligence review of Feelgood in connection with the preparation of the Offer. Terveystalo Healthcare has been informed by Feelgood that no information which is considered inside information according to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse has been disclosed to Terveystalo Healthcare during the course of the due diligence review.

Preliminary timetable

Publication of the offer document                   10 June 2021

Acceptance period                                               11 June 2021 – 12 July 2021

Commencement of settlement                          19 July 2021

All dates are preliminary and may be subject to change.

Terveystalo Healthcare reserves the right to amend the acceptance period, as well as the settlement date. A notice of any such amendment will be announced by Terveystalo Healthcare by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption and delisting

If Terveystalo Healthcare, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in Feelgood, Terveystalo Healthcare intends to initiate compulsory redemption of the remaining shares. In connection therewith, Terveystalo Healthcare intends to promote a delisting of Feelgood’s shares from Nasdaq Stockholm.

Statement from the Swedish Securities Council

The Swedish Securities Council (Sw. Aktiemarknadsnämden) has, in statement AMN 2021:32, granted Terveystalo Healthcare an exemption from the obligation to direct the mandatory public offer for all remaining shares in Feelgood to shareholders in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland and the United States.

Governing law and disputes

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

Nasdaq Stockholm’s Takeover Rules and the Swedish Securities Council’s statements and rulings regarding interpretation and application of the Takeover Rules, and, 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, Terveystalo Healthcare has, in accordance with the Swedish Stock Market (Takeover Bids) Act (Sw. lag om offentliga uppköpserbjudanden på aktiemarknanden (2006:451)), on 7 June 2021 undertaken, in writing, towards Nasdaq Stockholm to comply with said rules, rulings and statements, and to submit to any sanctions that can be imposed by Nasdaq Stockholm in event of a breach of the Takeover Rules. Terveystalo Healthcare has on 8 June 2021 informed the Swedish Financial Supervisory Authority about the Offer and about the above-mentioned undertakings towards Nasdaq Stockholm.

Advisors

Ernst & Young AB Corporate Finance is financial advisor and Hannes Snellman Attorneys Ltd is legal advisor to Terveystalo Healthcare and Terveystalo in connection with the Offer.

Contacts and information about the Offer

Kati Kaksonen, Vice President, Communications

+358 10 345 2034

kati.kaksonen@terveystalo.com

Liisa-Maija Seppänen, IR Manager

+358 50 314 4455

liisa-maija.seppanen@terveystalo.com

Information about the Offer is made available at Terveystalo Healthcare’s website for the Offer: www.terveystalo-erbjudande.se

About Terveystalo Healthcare Oy

Terveystalo Healthcare Oy is a Finnish limited liability company with business identity code 1706599-4, and domiciled in Helsinki, that is indirectly wholly owned by Terveystalo. Terveystalo Healthcare is the Terveystalo group’s acquisition and holding company for business acquisitions carried out by the group.

About Terveystalo Plc

Terveystalo is the largest healthcare service company in Finland and the leading provider of occupational healthcare services in Finland. Terveystalo offers a wide variety of primary healthcare, specialized care, and well-being services in over 300 clinics across Finland. Terveystalo offers both general practice and specialist medical care services as well as laboratory, medical imaging, and diagnostic services. In addition, Terveystalo provides outpatient surgery and procedure services at its 17 clinic-hospitals. The clinic network is complemented by digital services, including, for example, 24/7 physician and mental wellbeing chat, services through Terveystalo’s award-winning mobile application, as well as video appointment services. Terveystalo’s customers include companies and communities, private individuals, insurance companies and the public sector. Terveystalo employs approximately 13,000 professionals (including independent practitioners) and during the financial year 2020 the group’s revenues amounted to EUR 986.4 million. In 2020, Terveystalo had approximately 1.2 million individual customers and the number of physician visits amounted to approximately 3.7 million. In total, approximately 1.8 million remote appointments were carried out, corresponding to approximately 26 percent of all 6.9 million customer visits during the financial year 2020.

Based on total revenue and number of end-customers, Terveystalo is the largest provider of occupational healthcare services in Finland. Terveystalo takes care of over 700,000 Finns’ occupational healthcare on behalf of its 24,000 corporate customers, corresponding to EUR 418.8 million in revenues during the financial year 2020. In addition to statutory preventive occupational health services, Terveystalo’s occupational healthcare services portfolio includes preventive and well-being services as well as primary, speciality and other healthcare services such as vaccinations.

Terveystalo was listed on October 13, 2017 on Nasdaq Helsinki’s official list. Further information about Terveystalo is available at: www.terveystalo.com

About Feelgood Svenska AB (publ)

Feelgood is one of Sweden’s leading occupational healthcare companies. Feelgood employs approximately 700 employees who serve customers both digitally and physically on 120 locations within Sweden, under its own auspices or together with partners. Feelgood offers services within occupational healthcare (including exercise and physiotherapy), organisation and leadership, substance abuse in the workplace as well as private healthcare and wellness through the digital service, Feelgood Plus. Through Feelgood Plus, the employees of Feelgood corporate customers’ employees and their families gain free of charge access to doctors, health coaches, personal trainers, psychologists and physiotherapy online as well as orthopaedic operations. Feelgood serves approximately 8,300 corporate customers, who in turn have a combined total of approximately 825,000 employees. During the financial year 2020, Feelgood’s net revenue amounted to SEK 724.1 million. Feelgood was founded in 1995 and is since 2000 listed on Nasdaq Stockholm, Small Cap. Further information about Feelgood is available at: www.feelgood.se

Important information

Terveystalo Healthcare discloses the information provided herein pursuant to the Swedish Takeover Act and Nasdaq Stockholm’s Takeover Rules. The information was submitted for announcement on 8 June 2021 at 07:00 (CEST).

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, South Africa, Switzerland or the United States or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, 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, South Africa, Switzerland or the United States, 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, South Africa, Switzerland or the United States. 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, South Africa, Switzerland or the United States.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States must not forward this press release or any other document received in connection with the Offer to such persons. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).

The Offer and 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. 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 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 Terveystalo Healthcare. Any such forward-looking statements speak only as of the date on which they are made and Terveystalo Healthcare 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.