2023-06-15 13:00:00 - Cision International
PEPTONIC Medical AB : Peptonic and Pharmiva sign letter of intent to merge and create a leading intimate women’s health company
The FemTech companies PEPTONIC medical AB (“Peptonic”), listed on Spotlight Stock Market, and Pharmiva AB (publ) (“Pharmiva”), listed on Nasdaq First North
Growth Market, have signed a letter of intent with the intention of combining the companies through a planned merger (the “Letter of Intent”).
The Boards of Directors of Peptonic and Pharmiva (together the “Companies”) have signed a letter of intent to clarify the Companies intention regarding a merger
of Peptonic and Pharmiva. The joining of the two companies is planned to be completed through a merger under Swedish company law (the “Merger”). The completion
of the Merger is conditional upon, inter alia, that the Boards of Directors of each company resolve to complete the Merger and that the Merger is approved by an
extraordinary general meeting in Pharmiva. The final decision on the merger will be made after union negotiations have been completed.
According to the Letter of Intent, the ownership in the joint venture shall, indicatively, correspond to the following:
(a) Peptonic’s holding is intended to amount to eighty-five (85) percent of the number of shares in New Peptonic.
(b) Pharmiva’s holding is intended to amount to fifteen (15) percent of the number of shares in New Peptonic.
In order to carry out the distribution as above, the Company’s intention is, indicatively, that shareholders in Pharmiva shall receive [twelve (12)] shares in
Peptonic for each one (1) share owned in Pharmiva in the form of merger consideration. However, the final merger consideration will be determined after the
Companies have prepared and adopted a joint merger plan for the Merger.
The planned Merger in brief
· The merger is intended to be carried out by Peptonic absorbing Pharmiva, which will subsequently be dissolved.
· The proposed merger requires, among other things, that the Companies’ boards of directors resolve to adopt a joint merger plan and that the Merger is
approved by an extraordinary general meeting of Pharmiva. No final decision on the merger will be made until the union negotiations have been completed.
· Declarations have been made with shareholders of Pharmiva regarding the contemplated Merger, and shareholders representing more than 37 percent of the
shares in Pharmiva have undertaken or given their intention to vote in favour of the proposed Merger at an extraordinary general meeting, provided that the
other conditions for completion of the Merger are fulfilled.
· The completion of the Merger will not be dependent on any financing as the Merger Consideration will consist exclusively of new shares in Peptonic.
· More information about the Merger and the merger plan is expected to be published around the week 27 2023
· A merger document is expected to be published around week 29 2023.
Allekirjoittaneelle tämä tieto tuli puskista. Pharmivaa en myöskään tiedä entuudestaan. Seuraan mielenkiinnolla, mitä tämä fuusio tuo tullessaan.