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The transaction gives Lifecare control of established laboratory and
production infrastructure at Espehaugen in Bergen, including a GMP Grade C
cleanroom, together with established quality processes and personnel with
relevant competence for Lifecare’s continued production development and R&D
activities.
Ocean TuniCell has made substantial investments in establishing and developing
its production, laboratory and cleanroom infrastructure. Lifecare estimates
that establishing comparable infrastructure independently would require
investments in excess of NOK 30 million, in addition to substantial project
execution, qualification, quality-system and regulatory work.
The transaction enables Lifecare to convert a substantial future
infrastructure requirement into an immediately available operational
capability at a substantially lower investment than establishing equivalent
infrastructure independently, while reducing implementation time and execution
risk.
Joacim Holter, CEO of Lifecare ASA, comments:
"Establishing controlled manufacturing in Bergen is one of Lifecare’s most
important operational priorities. With this transaction, we secure control of
infrastructure that we need for the continued development of our CGM programme
and that would be both costly and time-consuming to establish independently.
The production infrastructure is the core reason for the transaction. At the
same time, Ocean TuniCell brings a proprietary technology platform with an
upcoming clinical validation milestone at Sahlgrenska University Hospital.
This provides additional strategic upside that we obtain without Ocean
TuniCell carrying the cost of the clinical study."
Lifecare has previously communicated its strategy to consolidate
manufacturing, quality and regulatory activities in Bergen and to establish
controlled manufacturing as a prerequisite for continued verification
activities and regulatory clinical development. The transaction does not
change Lifecare’s communicated operational priorities. The transaction is
expected to reduce the financial investment, implementation time and execution
risk associated with establishing Lifecare’s future production infrastructure.
About Ocean Tunicell
Ocean TuniCell is a Bergen-based biomaterials company developing medical-grade
tunicate nanofibrillar cellulose under the TUNICELL platform. The technology
is developed for applications within regenerative medicine, including
hydrogel-based solutions supporting 3D reconstruction and regeneration of
tissues. Ocean TuniCell has established patented technology and expertise
within marine molecular biology, biopolymer chemistry and material processing.
Ocean TuniCell’s facilities include laboratory and production areas and a GMP
Grade C cleanroom. The company has also established quality processes aligned
with relevant ISO standards and has personnel with experience relevant to
Lifecare’s continued manufacturing development and R&D.
Ocean TuniCell’s technology is planned for clinical testing at Sahlgrenska
University Hospital. The clinical study will be conducted without cost to
Ocean TuniCell.
The primary rationale for the acquisition is the immediate strategic value of
the production infrastructure, quality capabilities and personnel supporting
Lifecare’s existing CGM development and manufacturing strategy.
The purchase price and transaction terms
The purchase price consists of a closing consideration and a contingent
consideration. The initial closing consideration is calculated on the basis of
a share valuation of NOK 7.5 million for 100% of Ocean Tunicell. For the 80%
shareholding acquired by Lifecare this corresponds to an initial consideration
of approximately NOK 6.0 million.
Under the agreement, Lifecare has discretion to settle the consideration in
cash, newly issued Lifecare shares or a combination thereof. Lifecare intends
to settle the closing consideration issuing new shares in Lifecare ASA, and
consequently the transaction will have limited cash effect.
The number of Lifecare shares issued as closing consideration will be
determined based on the volume weighted average price (“VWAP”) of the Lifecare
share over the 15 trading days immediately preceding the relevant valuation
date.
Shares issued as closing consideration will be subject to a nine-month lock-up
period.
The issuance of consideration shares will be made pursuant to existing
authorisation granted to the Board of Directors of Lifecare ASA.
In addition to the initial consideration, the agreement provides for a
contingent consideration. The contingent consideration is related to a defined
clinical milestone linked to successful demonstration of implant and use in
humans without serious safety concerns. The clinical milestone must be proved
within three years. In such case, the sellers will become entitled to an
additional contingent consideration of NOK 7.5 million for 100% of Ocean
Tunicell. For the shares acquired by Lifecare in this transaction, this
corresponds to a maximum additional consideration of approximately NOK 6.0
million.
Any contingent consideration may, at Lifecare’s discretion, be settled in
cash, newly issued Lifecare shares or a combination thereof.
Lifecare ASA intends to offer the remaining shareholders in Ocean Tunicell the
opportunity to sell their shares to Lifecare on corresponding financial terms.
Closing
Completion of the transaction is subject to the closing conditions set out in
the share purchase agreement, including certain third-party consents and final
approval by the Board of Directors of Lifecare ASA.
Closing is expected to take place promptly following satisfaction of the
closing conditions.
Lifecare will provide further information regarding the number of
consideration shares, subscription price and resulting share capital increase
upon completion of the transaction.
About us
Lifecare ASA is a medical sensor company developing technology for sensing and
monitoring of various body analytes. Lifecare’s focus is to bring the next
generation of Continuous Glucose Monitoring systems to market. Lifecare
enables osmotic pressure as sensing principle. Lifecare’s sensor technology is
suitable for identifying and monitoring the occurrence of a wide range of
analytes and molecules in the human body and in pets.
Contacts
For further information, please contact:
Joacim Holter, CEO, joacim.holter@lifecare.no, +47 40 05 90 40
Petter Nielsen, CFO, petter.nielsen@lifecare.no, +47 92 24 74 64
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR. The information was submitted for publication, through the
agency of the contact persons set out above, at 2026-08-31 07:00 CEST.
Kilde
Den sterkeste oppsummeringen: Hvis Sencell lykkes, kan Lifecare gå fra mikrokapitalisering → mellomkapitalisering → eller til og med storkapitalisering, avhengig av kommersialiseringsnivået.
Nåværende markedsverdi for Lifecare ASA (jeg brukte interpolasjon fordi prisene endrer seg over tid) Nåværende markedsverdi: ~120–140 millioner NOK Tilsvarende: ~12–14 millioner USD Dette er en ekstremt liten mikrokapitalisering, så selv en liten brøkdel av CGM-markedet er nok til å skape en veldig stor oppside. 
1. Grunnleggende scenario – CE-godkjenning + kommersialisering i EU Betingelser: Sensell er CE-godkjent Småskalasalg i EU Ingen FDA-krav Ingen stor partner nødvendig Forventet omsetning: 20–50 millioner USD/år Virkelig verdsettelse: 300–600 millioner USD Oppside sammenlignet med nåværende markedsverdi: 
Oppside: 20–40x
Oppsidesimuleringstabell basert på nåværende markedsverdi Scenariovurdering Oppside Mulighetsverdi CE-godkjenning (EU) 300–600 millioner USD 20–40× Gjennomsnitt FDA + global 1,5–3 milliarder USD 100–200× Lavere, men realistisk Moonshot implanterbar CGM 5–10 milliarder USD 400–800× Svært lav, men ekstremt stor 
Sterkeste konklusjon Lifecare ASA har en av de største oppsidemodellene innen norsk bioteknologi fordi: Nåværende markedsverdi er for liten CGM-markedet er for stort Sencell nanoteknologi kan åpne et nytt segment Bare å kapre 0,5–1 % av CGM-markedsandelen er nok til at Lifecare blir et milliardselskap Den realistiske oppsiden er i området 20× → 800× avhengig av suksessnivået.
→ this movement is totally unreasonable!
