Promore Pharma AB intends to carry out a reverse acquisition of PMD Device Solutions AB

STOCKHOLM, SE / ACCESSWIRE / November 29, 2023 / Promore Pharma (STO:PROMO)(FRA:8T0) Promore Pharma AB (publ) (the "Company" or "Promore") intends to acquire all the shares in PMD Device Solutions AB ("PMD") by making payment in the form of newly issued shares in the Company (the "Transaction"). The planned Transaction will constitute a so-called reverse acquisition. If completed, the voluntary liquidation that the Company entered following a resolution of the extraordinary general meeting on 5 October 2023 will be terminated and the Company will continue by assuming PMD's operations. The Company's current operations will be discontinued in connection with the Transaction. It is proposed to carry out the Transaction by way of a share issue directed to the shareholders of PMD with payment by way of non-cash contribution consisting of all shares in PMD. The termination of the voluntary liquidation and the Transaction is subject to a resolution at an extraordinary general meeting in the Company. Notice to the general meeting will be published through a separate press release. Prior to the Transaction, PMD plans to carry out a private placement of approximately SEK 26.5 million through an issue of shares to certain existing shareholders and new investors (the "Private Placement").

The Transaction in brief

• Promore intends to acquire all the shares in PMD for a purchase price of approximately SEK 125 million. The purchase price for all shares in PMD is intended to be paid with a total of 2,574,461,929 newly issued shares in the Company through a non-cash issue and the Transaction constitutes a so-called reverse acquisition.
• PMD have in connection with the Transaction resolved to carry out a Private Placement of approximately SEK 26.5 million at a subscription price of SEK 6.81 per share. The valuation of PMD determined through the Private Placement is the basis for the valuation of PMD in the proposed Transaction.
• Following the issue of the consideration shares at the extraordinary general meeting, Promore's existing shareholders will hold approximately 2.3 per cent of the shares in the Company and the shareholders of PMD will hold approximately 97.7 per cent in the Company.
• The Transaction is conditional on Nasdaq Stockholm approving the continued listing of the Company's shares on Nasdaq First North Growth Market and on the extraordinary general meeting of Promore resolving to carry out the Transaction. The two largest shareholders in the Company with a combined share of the votes of 49.7 per cent have agreed to enter into customary voting undertakings regarding the proposals to be put forward in connection with the Transaction.
• As part of the Transaction, Promore will undergo a name change to PMD Device Solutions AB and will continue to operate PMD's business. Changes will also be made to the board of directors and senior executives. In order to achieve an appropriate number of shares, it is proposed that Promore undertakes a reverse share split (1:128). Promore's current operations will be discontinued in connection with the Transaction.
• The extraordinary general meeting to resolve on the Transaction is expected to be held on 29 December 2023. Prior to the extraordinary general meeting, the preliminary approval from Nasdaq Stockholm is expected to be granted and a company description will be published.
• Certain shareholders of PMD and Promore have agreed to enter lock-up undertakings following completion of the Transaction.

Information about PMD