The Board of Directors of XVIVO Perfusion AB (publ) (“XVIVO”) has, based on the authorisation given by the Annual General Meeting held on 25April 2023, resolved on a new issue of 67,551 shares. The right to subscribe for the shares only vests in Avionord S.r.l., the seller of the shares in XVIVO S.r.l. that XVIVO acquired in November 2022. Payment shall be made by way of set-off. The reason for deviating from the shareholders’ preferential rights is that the issue is carried out as a so-called set-off issue where the subscription proceeds are paid through set-off of claims against XVIVO pursuant to an earn out for the acquisition of XVIVO S.r.l. Thus, it is not possible to carry out the issue with preferential rights for existing shareholders.

The earn-out consideration which in total amounts to SEK 27,170,786.35, and which has been calculated in accordance with the share purchase agreement, shall be paid in the amount of 40 per cent in cash and the remaining 60 per cent in XVIVO shares. As payment for the shares, Avionord S.r.l. shall set off their claim on XVIVO of SEK 16,319,001.60.

In accordance with the share purchase agreement, the earn-out has been determined according to an agreed formula. The subscription price amounts to approximately SEK 241.58 and corresponds to the market value of the share calculated based on the average volume-weighted share price on Nasdaq Stockholm during the period from and including 31 March 2023 to and including 17 April 2023. Through the rights issue, XVIVO’s share capital will increase by SEK 1,726.519401.