Elos Medtech announces final outcome of the rights issue

The subscription period for Elos Medtech AB (publ)'s ("Elos Medtech" or the "Company") rights issue ended on 3 November 2023 (the "Rights Issue"). The final outcome of the Rights Issue shows that 16,502,230 shares, corresponding to approximately 81.8 percent of the offered shares, were subscribed for with subscription rights. In addition, 278 shares have been subscribed for without subscription rights. Together, subscriptions with subscription rights and subscriptions without subscription rights correspond to approximately 81.8 percent of the offered shares in the Rights Issue. The guarantee undertaking provided by TA Associates, through EM Intressenter AB, will thus be partially utilized. As a result, 100 percent of the shares offered in the Rights Issue have been subscribed for. Through the Rights Issue, Elos Medtech will receive approximately SEK 4,337 million before deductions for issue costs.

Stefano Alfonsi, CEO of Elos Medtech, comments:

"We are pleased that the rights issue has now been completed, which together with previously obtained regulatory approvals means that we are well placed to finalize the acquisition of Klingel. I very much look forward to soon welcoming our new colleagues, and to working together to increase our geographical reach with a strengthened offering to our customers, and taking the next step on our joint journey."

The final outcome shows that 16,502,230 shares, corresponding to approximately 81.8 percent of the offered shares in the Rights Issue, have been subscribed for with subscription rights, and 278 shares have been subscribed for without subscription rights. The remaining 3,667,492 shares, corresponding to approximately 18.2 percent of the offered shares in the Rights Issue, have been subscribed for by TA Associates, through EM Intressenter AB, in accordance with its guarantee undertaking, which covered in total 3,765,200 shares and was thus only partially utilized.

The shares subscribed for have today been allotted to subscribers in accordance with the principles described in the prospectus for the Rights Issue published on 19 October 2023, entailing that shares allotted that are not paid for in due time will be allotted to and subscribed for by TA Associates, through EM Intressenter AB, in accordance with its guarantee undertaking. Through the Rights Issue, Elos Medtech will receive proceeds of approximately SEK 4,337 million before deduction of issue costs.

As a result of the fully subscribed Rights Issue, Elos Medtech's share capital will increase by SEK 126,062,500, from SEK 50,425,000 to SEK 176,487,500, and the total number of shares of series B will increase by 20,170,000 shares of series B, from 6,968,260 to 27,138,260 shares of series B. After the rights issue, the number of shares in Elos Medtech will amount to 28,238,000 shares divided between 1,099,740 shares of series A and 27,138,260 shares of series B.

Notice of allotment to the persons who have subscribed for shares without subscription rights is expected to be distributed today, on 6 November 2023. Subscribed and allotted shares must be paid in cash no later than 10 November 2023 in accordance with the instructions on the settlement note sent to the subscriber (payment initiated on 10 November 2023 and received on the account designated by the Company not later than 15:00 CET on 13 November 2023 shall be considered to have been paid before the end of the time period for payment). Investors who have subscribed through a nominee will be notified of the allotment in accordance with their respective nominee's procedures.

The last day for trading in paid subscribed shares (BTA) is expected to be 22 November 2023. The new shares subscribed for with and without subscription rights are expected to be registered with the Swedish Companies Registration Office around 23 November 2023. First day of trading for the new shares is expected to be on 28 November 2023.

Legal advisor

White & Case acts as legal adviser to Elos Medtech in connection with the Rights Issue.

For further information, please contact:

Stefano Alfonsi, President and CEO, +44 772 04 98 342, email: stefano.alfonsi@elosmedtech.com
Magnus René, Chairman of the Board, +1 781 266 6957, email: magnus.rene@mareadvisory.com

About Elos Medtech

Elos Medtech is a leading development and production partner for medical devices and components, with a focus on dental and orthopedic implants and instruments. The Company operates from facilities in Sweden, Denmark, China, and the U.S. The customer base comprises international medical technology companies.

Elos Medtech has more than 650 employees and a turnover of approximately SEK 950 million. Elos Medtech has been listed on NASDAQ Stockholm AB since 1989. Elos Medtech's B share is categorized as a Health Care company on the Mid Cap list.

IMPORTANT INFORMATON

The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Elos Medtech. 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.

This announcement is not a prospectus for the purpose of Regulation (EU) 2017 /1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation"). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the prospectus published on 19 October 2023.

This press release or information herein may not, in whole or partly, be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what is required pursuant to Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.

No subscription rights, paid subscribed shares (BTA) or new shares have or will be registered under the United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act. Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the securities mentioned in this press release other than in Sweden.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and 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.

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. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.