Summary of the Private Placement and the Listing

• The price per share in the Private Placement was SEK 76.00 per share, corresponding to a post-money equity valuation[2] of c. SEK 29.6 billion.
• The Private Placement comprised 95,972,964 ordinary shares (of which 6,578,948 were newly issued shares at a total value of c. SEK 500 million and 89,394,016 shares were existing shares at a total value of c. SEK 6.8 billion), corresponding to c. SEK 7.3 billion and c. 25 per cent of the total number of outstanding shares in the Company following the Listing,[2] which are offered by Fidelio[1], the Company, members of the Executive Management team, and other minority shareholders (together the “Selling Shareholders”).
• In order to cover potential over-allotment in relation to the Private Placement, Fidelio (the “Principal Owner”) has, upon request from Carnegie Investment Bank AB (publ) and Citigroup Global Markets Europe AG (together the “Joint Global Coordinators”), undertaken to offer up to 14,395,944 additional existing shares (the “Over-Allotment Option”), corresponding to c. 15 per cent of the number of shares in the Private Placement.
• Assuming the Over-Allotment Option is exercised in full, the value of the Private Placement will amount to c. SEK 8.4 billion and correspond to c. 28 per cent of the total number of shares in the Company.[2]
• The cornerstone investors, comprising SEB Investment Management AB, Swedbank Robur Fonder, Cliens Kapitalförvaltning AB, Handelsbanken Fonder, Danica Pension, Livsforsikringsaktieselskab, Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock, Inc., Funds managed by I&T Asset Management (Investering & Tryghed), Keel Capital AB and Investment AB Öresund have acquired shares in the Private Placement for an amount of c. SEK 5.1 billion. The undertakings represent, in aggregate, 17 per cent of the total number of outstanding shares in the Company[2] and 70 per cent of the number of shares in the Private Placement (61 per cent assuming the Over-Allotment Option is exercised in full).
• Trading on Nasdaq First North Growth Market commences today under the ticker "VIMIAN". Settlement is expected to take place on 22 June 2021.

Dr. Fredrik Ullman, CEO of Vimian, comments:
“Today marks yet another exciting chapter for Vimian as we welcome new shareholders and increased access to the capital markets. The Listing will undoubtedly provide further support on our quest to invest in, unite and support growth in leading animal health companies across the world. We are only at the beginning of what the management team and I believe will be a long, exciting, and fruitful journey. I am looking forward to experiencing this together with all our new shareholders for the years to come.”

Gabriel Fitzgerald, Chairman of the Board of Directors of Vimian and CEO of Fidelio, comments:
“On behalf of the Vimian and Fidelio teams, we welcome all new shareholders on the amazing journey that is Vimian. As Vimian now enters a new phase of development as a listed company, we at Fidelio look forward to continuing our efforts of supporting the Group’s long-term value creation agenda. I also want to extend my gratitude and congratulations to the entire Vimian team, whose hard work and dedication has made this exciting next step possible.”

The Over-Allotment Option and stabilisation measures
In connection with the Private Placement, Carnegie Investment Bank AB (publ) will act as stabilisation manager (“Stabilisation Manager”) and may, to the extent permitted in accordance with Swedish law, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq First North Growth Market, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Growth Market and ending not later than 30 calendar days thereafter.

The Stabilisation Manager has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price exceeding SEK 76. The Stabilisation Manager may use the Over-Allotment Option to over-allot shares in order to facilitate any stabilisation transaction.

The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Stabilisation Manager must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Stabilisation Manager will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.

Liquidity provisions
Carnegie Investment Bank AB (publ) has entered into an agreement with Vimian to act as liquidity provider for the Vimian share. The liquidity provision is carried out within the framework of Nasdaq First North Growth Market’s liquidity provision rules and entails that the liquidity provider continuously quotes a buy and sell volume corresponding to at least SEK 80,000, with a maximum spread of 3 per cent between the bid and ask price. The purpose of the provision is to promote the share’s liquidity.

Notes:
[1] Refers to Fidelio Vet Holding AB, with the shares being sold through Goldcup 28102 AB (pending name change to Fidelio Vet Holding II AB).
[2] Upon completion of the Private Placement and finalisation of all remaining steps of the Company’s reorganisation of ownership structure as described in the company description which was published by the Company on 11 June 2021.

About Vimian
Vimian is a fast-growing and profitable company targeting global niches within animal health, characterised by significant unmet needs and sustainable above-market growth potential. Today, the Group covers four essential and rapidly evolving segments of animal health – Specialty Pharma, Diagnostics, Veterinary Services and MedTech. By partnering with exceptional entrepreneurs and management teams within selected niches of animal health, Vimian aims to create an ecosystem of category leaders, innovators, and entrepreneurs with the unique ability to combine the strengths and capabilities of a global group with the intimacy, speed, and creativity of an owner-led business. Headquartered in Stockholm, Sweden, Vimian and its over 400 employees offer a diversified portfolio of products, services and solutions, including over 13,000 SKUs protected by over 100 patents, to more than 15,000 veterinary clinics and labs in over 150 countries.

About Fidelio
Fidelio is an independent Swedish investment company, founded by Gabriel Fitzgerald in 2010, with the determination to add a more flexible and entrepreneurial approach to the professional and active ownership model found within traditional Private Equity. Fidelio partners with entrepreneurs, management teams and fellow co-owners to help build outstanding businesses, without any predetermined investment horizon. In addition to the team at Fidelio, the capital is provided by a select group of successful Nordic industrialists, entrepreneurs and families who allow Fidelio to take a visionary, creative and entrepreneurial approach to long-term value creation. Previous and current investments include Vimian, AniCura, Greenfood, Lyko, Nabo and PDL. For more information, please visit: www.fideliocapital.com.

Advisors
Carnegie Investment Bank AB (publ) and Citigroup Global Markets Europe AG are acting as Joint Global Coordinators and Joint Bookrunners in the Private Placement. ABG Sundal Collier AB, Barclays Bank Ireland PLC, DNB Markets, a part of DNB Bank ASA, Sweden Branch, and Nordea Bank Abp, filial i Sverige are acting as Joint Bookrunners (together with the Joint Global Coordinators; the “Managers”). Advokatfirman Vinge KB is acting as legal advisor to the Company and the Principal Owner. White & Case Advokat AB is acting as legal advisor to the Managers. FNCA Sweden AB is acting as certified adviser to the Company.

For further information, please contact:

Dr. Fredrik Ullman
CEO
fredrik.ullman@vimian.com
+41 795 80 80 60

Henrik Halvorsen
CFO
henrik.halvorsen@vimian.com
+46 709 66 71 76

Fredrik Sätterström
Head of Investor Relations
fredrik.satterstrom@vimian.com
+46 705 10 10 22

The information was submitted for publication, through the agency of the contact persons set out above, at 08.00 CEST on 18 June 2021.

Important information
This press release does not constitute an offer or a solicitation to sell or acquire securities in the Company in any jurisdiction. The contents of this press release have been prepared by the Company and the Company is solely responsible for the contents hereof. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan South Africa, or any other jurisdiction in which such distribution would constitute a violation of the relevant laws or regulations of such jurisdiction or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities in the United States or to conduct a public offering of securities in the United States.

This announcement is only addressed to and directed at persons in member states of the European Economic Area, including Sweden, (each a “Relevant State”) who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This announcement should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors. For the purposes of this announcement the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

This announcement does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This announcement is only being distributed to and is only directed at persons outside the United Kingdom, or persons in the United Kingdom who are “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) who are (i) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.