Navamedic ASA expands into addiction treatment through the acquisition of the business of dne pharma and announces a partially underwritten rights issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE 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, Norway, June 23, 2025 /PRNewswire/ -- 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.

- IMPORTANT INFORMATION -

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.

This information was brought to you by Cision http://news.cision.com

Navamedic ASA expands into addiction treatment through the acquisition of the business of dne pharma and announces a partially underwritten rights issue NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, News Powered by Cision