Pmd Device Solutions AB agreed to acquire Promore Pharma AB (publ) (OM:PROMO) in a reverse merger transaction for approximately SEK 130 million on November 29, 2023. 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 2.57 billion newly issued shares in the Promore through a non-cash issue and the Transaction constitutes a so-called reverse acquisition. It is proposed that Promore undertakes a reverse share split (1:128). Following the proposed reverse split of shares, the number of shares will be 20.58 million. Promore?s current operations will be discontinued in connection with the Transaction. Following the issue of the consideration shares at the extraordinary general meeting, Promore's existing shareholders will hold approximately 2.3% of the shares in the Promore and the shareholders of PMD will hold approximately 97.7% in the Promore. Through the Transaction, the majority shareholder in PMD, Myles Murray, will acquire an ownership stake in Promore equivalent to at least 30% of the total voting rights for the total number of shares in Promore. As part of the Transaction, Promore will undergo a name change to PMD Device Solutions AB and will continue to operate PMD?s business. As of December 8, 2023, Pmd Device Solutions completed the private placement and the majority shareholder in PMD, Myles Murray, will acquire an ownership stake in Promore equivalent to at least 30 percent of the total voting rights for the total number of shares in Promore. Myles Murray has received a conditional exemption from the obligation to submit a public takeover offer for all shares in Promore, which Myles Murray would otherwise be subject to, pursuant to applicable takeover rules for certain trading platforms. The exemption from the mandatory bid requirement is conditional on the Reverse Acquisition being approved by a general meeting in Promore with a two-thirds majority. The extraordinary general meeting will be held on December 29, 2023. The Transaction is conditional on Nasdaq Stockholm approving the continued listing of the Promore shares on Nasdaq First North Growth Market and on the extraordinary general meeting of Promore resolving to carry out the Transaction. on December 29, 2023, Promore Pharma AB shareholders approved the transaction.

Eversheds Sutherland Advokatbyrå AB acts as legal advisor and Redeye AB acted as financial advisor to PMD. Fóla Private Partners in Ireland acts as financial advisor to promore Pharma AB.

Pmd Device Solutions AB completed the acquisition of Promore Pharma AB (publ) (OM:PROMO) in a reverse merger transaction on December 29, 2023.