Documents
Acceptsedel Informationsbrev (aktieägare som ej signerat SPA) Informationssbrev (aktieägare som signerat SPA)
Guard Therapeutics International AB (publ)
29 Jun - 20 Jul 2026Reverse takeover
Terms
Subject to all shareholders of Disruptive accepting the offer, a total of 24,649,328 shares will be issued in Guard and distributed pro rata among the shareholders of Disruptive. This means that for each share in Disruptive, shareholders will receive 21.494194 shares in Guard, in accordance with the terms set out in the information document published on 29 June 2026 (the “Investment Document”) and the share transfer agreement entered into between Guard and a majority of Disruptive’s shareholders on 10 June 2026 (the “Share Transfer Agreement”). Fractional entitlements will be rounded to the nearest whole share for each shareholder, and the number of shares received by each shareholder will not be affected by the number of shareholders who accept the offer.
The offer is conditional upon the general meeting of Guard approving the transaction and adopting all other required resolutions; Guard obtaining approval for continued listing on Nasdaq First North Growth Market; the subscription for consideration shares by the relevant sellers in Disruptive either being approved by the Swedish Inspectorate of Strategic Products (ISP) or being left without action in accordance with the Swedish Foreign Direct Investment Screening Act (2023:560); and the fulfilment or waiver of other customary conditions.
The offer in summary
Acceptance period: 29 June - 20 July 2026
Compensation: For each share in Disruptive Pharma Holding AB, shareholders are offered 21.494194 shares in Guard Therapeutics International AB. The number of shares allocated to each shareholder will be rounded to the nearest whole share.
