Episurf Medical has entered into an amendment agreement regarding the acquisition of Kuststaden Invest
Episurf Medical AB (publ) (Nasdaq: EPIS B) ("Episurf") has entered into an amendment agreement to the share purchase agreement regarding the acquisition of all shares in Kuststaden Invest AB ("Kuststaden"), which was announced on 10 June 2026. Under the amendment agreement, the issue price for the consideration shares is reduced from SEK 0.10 to SEK 0.075 per B share. The cash portion of the purchase price of SEK 70 mn will be paid on the closing date by way of promissory notes issued to the sellers. The agreed property value of SEK 647 mn is unchanged. Closing of Kuststaden and of the property portfolio from Botrygg is expected to take place on 18 November 2026.
Amended terms in brief
The issue price for the consideration shares is reduced from SEK 0.10 to SEK 0.075 per B share. The portion of the purchase price paid in B shares amounts to SEK 183.8 mn. The number of consideration shares thereby increases from 1,837,780,000 to 2,450,373,333 B shares.
The portion of the purchase price of SEK 70 mn which under the agreement was to be paid in cash on the closing date will instead be paid by way of promissory notes issued to the sellers.
The agreement is assigned to Episurf's wholly owned subsidiary EPI Coast1 AB, which will acquire the shares in Kuststaden.
All other terms of the agreement remain unchanged.
Payment of the purchase price
The purchase price for the shares in Kuststaden amounts to approximately SEK 254 mn, of which SEK 183.8 mn is paid through an issue of B shares at a price of SEK 0.075 per B share and SEK 70 mn by way of promissory notes. The acquisition is otherwise financed through external financing. The group has entered into an agreement for a loan of SEK 876 mn with a term of five years to finance the acquisitions of Kuststaden and the property portfolio from Botrygg with expected closing date 18th of november.
Dilution
The issue of B shares may result in a dilution for existing shareholders of approximately 12.1 percent, calculated on the total number of outstanding shares as of the date of the amendment agreement. At the previous issue price of SEK 0.10, the corresponding dilution would have amounted to approximately 9.3 percent.
Background and rationale
On 10 June 2026, Episurf announced that it had entered into an agreement to acquire all shares in Kuststaden, including the company's wholly owned property-owning subsidiaries. The portfolio comprises some twenty properties, primarily in Oskarshamn, with a lettable area of approximately 52,000 sq m, a rental value of approximately SEK 56.9 mn, an occupancy rate of approximately 95 percent and a weighted average unexpired lease term (WAULT) of approximately 8.2 years.
The parties have agreed on the adjusted terms in light of the development of Episurf's share price since the agreement was entered into. Through the acquisition, Episurf continues to build its Nordic property platform with a focus on cash flow and return.
Advisors
CMS Wistrand is legal advisor to Episurf. Bergman & Eek Advokat AB is legal advisor to the sellers.
For more information, please contact:
Jens Andersson, CEO, Episurf Medical
Tel: +46 (0) 768 55 67 02
Email: jens.andersson@episurf.se
Jonathan Tillander, IR, Episurf Medical
Tel: +46 (0) 760 76 80 22
Email: jonathan.tillander@episurf.se
About Episurf Medical
Episurf Medical is a real estate company with exposure to a diversified portfolio of property assets. The company aims to create value growth through the acquisition and management of Nordic properties. The company also has a medical technology business based on the individualised Episealer® implant and associated surgical instruments, which are used to treat cartilage damage in joints. Episurf Medical's head office is located in Stockholm, Sweden.
This information is information that Episurf Medical AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, at 22:30 CET on 11 November 2026.
THIS PRESS RELEASE HAS BEEN PUBLISHED IN SWEDISH AND ENGLISH. IN THE EVENT OF ANY DISCREPANCY BETWEEN THE LANGUAGE VERSIONS, THE SWEDISH VERSION SHALL PREVAIL.