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.
Background and motive to the proposed merger
The motive of the proposed Merger is to create a powerful FemTech company with increased opportunities in the fast-growing market for intimate women’s health.
Comment from Peptonic CEO Erik Sundquist
Peptonic is a FemTech company with a core business where we are building a portfolio of clinically proven intimate self-care products following the principle of diagnose, treat and prevent. Through our offer, a user should be able to manage their entire intimate health from diagnosis to treatment and the use of preventive products. The portfolio is built through a combination of acquisitions, own development and in-licensing. A merger with Pharmiva means that we add a patented and proven treatment as a complement to the patented self-test for the diagnosis of bacterial vaginosis that we sell today. The merger is a step fully in line with the strategy we have set. As two Swedish companies, there are many operational and strategic synergies, which enables a faster path to a positive cash flow. We are also strengthening parts of our organization through the merger. As a new, larger company, we take another important step towards establishing a leading Swedish company in a global and important market
Comment from Pharmiva CEO Anna Linton
During the spring, we have worked intensively to ensure that the values built up so far in Pharmiva are realized. Vernivia has been very well received in the Swedish market and will be launched after the summer also in Norway. In the ongoing work on geographical expansion, there are major advantages in being able to offer partners and dsitributors a broader product portfolio. Through a merger with Peptonic, completely new conditions are created for expanding and launching in new markets for both companies. It also provides better opportunities to continuously broaden the product portfolio and overall create a cash flow positive company. We look forward to being part of a new leading Swedish femtech company with the ambition to develop and offer innovative treatment options that match the modern woman’s life worldwide
Advisor
Mangold Fondkommission AB is acting as financial advisor in connection with the planned Merger. Eversheds Sutherland Advokatbyrå AB is legal advisor in connection with the planned Merger.
For further information, please contact:
Erik Sundquist, CEO
Phone: +46 72 249 90 43
E-post: erik.sundquist@peptonicmedical.se
About PEPTONIC medical AB
Peptonic is a Swedish innovative biomedical company that conducts research, development and sales of medical treatments and lifestyle products in the field of women’s health. Peptonic has divided its operations into two business areas: “Medical Consumer” and “Lifestyle Consumer”. The “Medical Consumer” business area is based on clinically proven intimate self-care and is the company’s main focus and is sold under the VagiVital brand. The “Lifestyle Consumer” business area consists of lifestyle products with a focus on menstruation, sex and fertility and is sold under the Lunette brand. The company was founded in 2009 and the share has been traded on Spotlight (www.spotlightstockmarket.com) in Stockholm since 2014.
This disclosure contains information that PEPTONIC Medical AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 15-06-2023 13:00 CET.
