Coloplast A/S - Announcement no. 06/2023 – Coloplast launches offering to raise around DKK 9 billion through issue of new B shares in a directed issue and private placement

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Coloplast launches offering to raise around DKK 9 billion through issue of new B shares in a directed issue and private placement

Coloplast A/S (“Coloplast”) has resolved to launch an offering (the “Offering”) of new B shares (the “New Shares”) to raise around DKK 9 billion. The Offering will begin immediately and will be completed through an accelerated book-building process in a private placement directed at qualified institutional and professional investors in Denmark and certain other jurisdictions.

Use of proceeds and background of the Offering

On 7 July 2023, Coloplast announced an agreement to acquire Kerecis, an innovative, fast-growing company in the biologics wound care segment, for a consideration of up to USD 1.3 billion (around DKK 8.9 billion*), of which USD 1.2 billion (around DKK 8.2 billion*) is an upfront cash payment (the "Transaction"). The Transaction is expected to close on 31 August 2023, as all regulatory approvals have been received and more than 99% of Kerecis' existing shareholders have committed to sell their shares in Kerecis to Coloplast.

The net proceeds from completion of the Offering are intended to be used for payment of the purchase price in respect of the Transaction.

The Offering

The Offering will be carried out as a private placement to qualified institutional and other professional investors in Denmark and in certain other jurisdictions at market price without pre-emption rights for Coloplast's existing shareholders and will be based on applicable exemptions from the obligation to publish a prospectus. The Offering is not underwritten.

Books will open immediately and can close at any time. The offer price will be determined after the close of the accelerated book-building process. The final pricing and number of New Shares is expected to be announced as soon as practically possible thereafter.

Coloplast's largest shareholder, Niels Peter Louis-Hansen, Aage og Johanne Louis-Hansens Fond and other family members will participate in the Offering with an amount of around DKK 860 million. Additionally, certain members of the Board of Directors and the Executive Leadership Team will participate with an amount of around DKK 10 million in the Offering. Finally, FnF ehf (a company owned by Fertram Sigurjonsson, founder and CEO of Kerecis) will participate with an amount of around DKK 35 million in the Offering.