Vis børsmeldingen
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Oslo, 23 June 2025 - Navamedic ASA (OSE: NAVA) (“Navamedic” or the “Company”), a
Nordic pharmaceutical company and trusted supplier of high-quality products to
hospitals and pharmacies, has today entered into an agreement to acquire the
business of dne pharma as (“dne pharma”) for a total consideration of up to NOK
225 million (the “Acquisition”). The purchase price is payable in instalments,
whereby NOK 185 million is payable at closing of the Acquisition, and the
remaining NOK 40 million is payable in two tranches subject to achievement of
certain agreed sales volumes for the acquired products. dne pharma is a
Norwegian company focused on addiction treatment pharmaceuticals.
The Acquisition
The Acquisition encompasses dne pharma’s business, including product portfolio,
key employees and all essential contracts of the business, intellectual
property, licenses, and distribution agreements. The product portfolio includes
prominent products such as Ventizolve® (intranasal naloxone spray for opioid
overdose reversal), Levopidon® (levomethadone), and Metadon Dne (methadone) for
opioid substitution therapy. The Acquisition (i) marks Navamedic’s entry into
the fast-growing field of addiction treatment and (ii) supports Navamedic’s
ambition to become a leading Nordic provider of specialized, high-quality
products to hospitals and pharmacies.
In 2024, the business being acquired generated net sales of NOK 62 million and
is expected to be an important contributor in reaching Navamedic’s NOK 1 billion
revenue target. Aligned with Navamedic’s strategy of expanding its portfolio of
proprietary products, the Acquisition is also expected to be accretive to
Navamedic’s gross margins. Upon integrating the product portfolio into
Navamedic’s platform, significant synergies are expected to be realised and
Navamedic anticipates an EBITDA contribution on an annual basis of approx. NOK
25 million based on the 2024 net sales, with the expectation to increase the
EBITDA contribution at least with revenue growth.
“This acquisition gives us a strong strategic position in an important
therapeutic area,” said Kathrine Gamborg Andreassen, CEO of Navamedic.
“Addiction treatment is a growing therapeutic area with significant impact on
people’s lives, and dne pharma’s products align well with our mission to deliver
high-quality products where they are most needed.”
The acquired business will be integrated into Navamedic’s existing commercial
platform, enabling rapid market access and geographic expansion across the
Nordics and selected European markets. The products of the acquired business fit
well into the existing Navamedic product portfolio and set-up, both with regard
to geographical footprint, logistics/warehousing and tender management. There
are significant synergies within these areas that are expected to add value.
Furthermore, this acquisition adds to the range of products Navamedic now wholly
owns, which is part of the long-term strategy for the Company.
The Acquisition will be financed through a combination of new debt in the amount
of NOK 110 million from Nordea Bank Abp, filial i Norge (“Nordea”) and a rights
issue as further described below (the “Rights Issue”). Navamedic will also be
granted a bridge loan from Nordea enabling completion of the Acquisition before
completion of the Rights Issue.
Navamedic has retained DNB Carnegie, a part of DNB Bank ASA (“DNB Carnegie”) and
Nordea Corporate Finance, a part of Nordea Bank Abp, filial i Norge as managers
for the Rights Issue (the “Managers”) and DNB Carnegie as financial advisor in
connection with the Acquisition. Advokatfirmaet Thommessen AS is engaged as
Norwegian legal counsel for the Company in connection with the Acquisition and
the Rights Issue.
Completion of the Acquisition is conditional upon approval of the Rights Issue
by an extraordinary general meeting of the Company to be held on 14 July 2025
(the “EGM”) and is expected to occur on 15 July 2025. Navamedic has agreed to
pay dne pharma a compensation of NOK 5 million in the event that Navamedic
terminates the asset purchase agreement for the Acquisition due to lack of
approval of the Rights Issue by the EGM.
The Rights Issue
General
The board of directors of Navamedic (the “Board”) has, in order to part-finance
the Acquisition, resolved to propose that new equity is raised through the
partially underwritten Rights Issue of new shares with preferential rights for
existing shareholders to raise gross proceeds of between approximately NOK 110
million and NOK 130 million. The minimum amount of NOK 110 million has been
underwritten by the Company’s largest shareholder, Kistefos AS, as further
described below.
The Rights Issue is subject to shareholder approval at the EGM and publication
of the Prospectus (as defined below). Notice of the EGM, including proposed
resolutions and further information regarding the Rights Issue, is expected to
be sent to the shareholders today.
Certain existing shareholders, including Kistefos AS and the members of the
Board and the Company’s management, currently representing in total 27.32% of
the shares in the Company, have undertaken to vote in favour of the Rights Issue
at the EGM.
Proceeds
The maximum gross proceeds from the Rights Issue will be approximately NOK 130
million and the minimum gross proceeds will be approximately NOK 110 million.
The net proceeds from the Rights Issue will be used to repay the bridge loan
from Nordea, which will be used as partial payment of the portion of the
purchase price payable at the closing of the Acquisition. Any proceeds raised in
excess of NOK 110 million will be used for general corporate purposes.
Terms and conditions
The subscription price in the Rights Issue will be NOK 21.50 per share, which
has been determined based on the current market price.
Each shareholder of the Company who is not resident in a jurisdiction where such
offering would be unlawful or, in jurisdictions other than Norway, require any
prospectus, filing, registration or similar action, will be granted tradeable
subscription rights (“Subscription Rights”) in proportion to the number of
existing shares held at the date of the EGM, as registered in the Norwegian
Central Securities Depository (ES-OSL) at the end of the second trading day on
Euronext Oslo Børs thereafter (the “Record Date”), cf. section 10-4 of the
Norwegian Public Limited Liability Companies Act. The Company’s shares are
expected to trade exclusive of the right to receive Subscription Rights from and
including 15 July 2025. Each Subscription Right will, subject to applicable
securities laws, give the right to subscribe for and be allocated one new share
in the Rights Issue. Oversubscription and subscription without subscription
rights will be permitted, but with no guaranteed allocation and with allocation
to Kistefos AS and any additional underwriters for the underwritten amount prior
to allocation to subscriptions without subscription rights. The subscription
rights will be applied for trading and listing on Euronext Oslo Børs from and
including the first day of the subscription period and until 16:30 (Oslo time)
four trading days prior to the expiry of the subscription period.
The Company will prepare and publish an EEA prospectus for the offering and
listing of the shares issued in the Rights Issue that will include the full
terms and conditions of the Rights Issue (the “Prospectus”). The Prospectus will
be subject to approval by the Norwegian Financial Supervisory Authority (the
“NFSA”) before publication. All dates and other figures concerning the Rights
Issue included herein remain tentative and subject to change. Any changes will
be announced at the EGM or through stock exchange announcements.
Underwriting
The Company’s largest shareholder, Kistefos AS, has, subject to customary
conditions, underwritten the minimum amount of NOK 110 million in the Rights
Issue. New shares subscribed for and allocated to Kistefos AS in the Rights
Issue will reduce the underwriting commitment. An underwriting fee of 5 per cent
of the underwritten amount (with a reduced fee payable if the EGM does not
approve the Rights Issue within a period of four weeks) will be paid for the
underwriting commitment, payable in new shares to be issued at the same
subscription price as in the Rights Issue. These new shares will be in addition
to the shares to be issued in the Rights Issue.
The underwriting may during the coming week be supplemented with additional
existing large shareholders as underwriters on the same terms as Kistefos AS,
and Kistefos AS has agreed that its underwriting commitment in such event and if
required may be scaled down.
Timeline
According to the current tentative timetable, and subject to the approval by the
EGM, the Company’s shares are expected to trade exclusive of Subscription Rights
from and including 15 July, the record date for the Subscription Rights is
expected to be 16 July 2025 and the subscription period for the Rights Issue is
expected to commence on or around 22 September 2025 and end on or around 6
October 2025. The period during which the Subscription Rights are to be tradable
is expected to commence on or around 22 September 2025 and end on or around 30
September 2025. The Subscription Period may not be shortened, but the Company’s
board of directors may extend the Subscription Period if required. Any changes
will be announced through stock exchange announcements.
Presentation
Navamedic will host two online presentations to present the acquisition on
Tuesday 24 June 2025 at 12:00 CEST (in Norwegian) and 13:00 CEST (in English).
The presentation will be held by CEO, Kathrine Gamborg Andreassen and CFO, Lars
Hjarrand. To attend the webcast, please send an e-mail to ca@dnbcarnegie.no.
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
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Lars Hjarrand, CFO of the Company, on 23 June 2025
at 08:00 hours CEST on behalf of the Company.
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.
About dne pharma
dne pharma is a Norwegian developer and distributor of addiction and pain
therapies, including opioid substitution treatments and emergency overdose
medications. Its portfolio supports public health efforts across Scandinavia and
beyond. For more information, please visit https://dnepharma.com/. dne pharma’s
wholly owned subsidiary, Pharma Production AS, will continue to manufacture and
supply the product portfolio being acquired by Navamedic, as well as concentrate
on contract manufacturing and development services, including analytical
services, supporting the long-term need for national pharmaceutical production
capacity. https://pharmaproduction.no.
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 the 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.
Kilde
