Reference is made to the announcement made by Navamedic ASA (the "Company" or "Navamedic", and OSE ticker "NAVA") earlier today, on 23 June 2025, regarding Navamedic entering into an asset purchase agreement for the acquisition of the business of dne pharma as for a total consideration of up to NOK 225 million, whereby NOK 185 million is payable at closing, and the remaining NOK 40 million is payable in two tranches subject to achievement of certain agreed sales volumes for the acquired products (the "Acquisition"), and proposed partly underwritten rights issue, to raise gross proceeds of between NOK 110 million and NOK 130 million (the "Rights Issue") to partly finance the consideration to be paid in the Acquisition.

The proposed Rights Issue is subject to shareholder approval at an extraordinary general meeting of the Company (the "EGM"), which will be held on 14 July 2025 at 13:00 (CEST) at the Company's offices at Henrik Ibsens gate 100, 0255 Oslo, Norway. The notice of the EGM, including agenda, proposed resolutions, registration form and a form of proxy and other information, is enclosed hereto.

The agenda includes, inter alia, (i) a proposal for a share capital increase to issue shares by cash contribution in connection with the Rights Issue, (ii) a proposal for a board authorisation to increase the share capital in connection with the settlement of the guarantee fee in new shares and (iii) a proposal to amend the articles of association to allow shareholders the right to vote in advance at future general meetings.

DNB Carnegie, a part of DNB Bank ASA and Nordea Corporate Finance, a part of Nordea Bank Abp, filial i Norge, have been retained as managers for the Rights Issue (the "Managers"). Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Rights Issue.

Reference is made to the notice of the EGM for further information about the above-mentioned proposals, as well as the other items on the agenda.

This information is subject to the disclosure requirements in section 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Kathrine Gamborg Andreassen, CEO, Mobile: +47 951 78 880 E-mail: kathrine@navamedic.com

Lars Hjarrand, CFO, Mobile: +47 917 62 842 E-mail: Lars.Hjarrand@navamedic.com
 

About Navamedic

Navamedic ASA is a full-service provider of high-quality healthcare products to hospitals and pharmacies. Navamedic meets the specific medical needs of patients and consumers by leveraging its highly scalable market access platform, leading category competence and local knowledge. Navamedic is present in all the Nordic countries, the Baltics and Benelux, with sales representation in Greece. Navamedic is headquartered in Oslo, Norway, and listed on the Oslo Stock Exchange (ticker: NAVA). For more information, please visit www.navamedic.com.

- IMPORTANT INFORMATION -

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus. Copies of the prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Managers.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are 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. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

The Managers are acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.

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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.