15 Dec - 12 Jan 2026Mandatory public offer

The Offer

Ponderus is offering SEK 1,22 in cash for each A share and each B share in Ortivus.

The Offer does not include the 80 525 A shares and 53 604 716 B shares in Ortivus that Ponderus already holds. The total value of the Offer is therefore approximately SEK 42,6 million, based on the 34 929 695 shares (of which 1 582 157 are A shares and 33 347 538 are B shares) in Ortivus that are not owned by Ponderus. The Offer values all shares in Ortivus at approximately SEK 108,1 million.

The Offer is not directed to shareholders outside the European Economic Area. The Offer will be financed through Ponderus’s existing funds.

Ponderus will publish an offer document for the Offer, which is expected to be made public around 12 December 2025. The acceptance period is expected to begin around 15 December 2025 and end around 12 January 2026. Payment of the offered consideration to those who accept the Offer is expected to occur around 19 January 2026.

The Offer is conditional upon all approvals, permits, decisions, and other actions required for the Offer being obtained from authorities or similar bodies, including approvals from the Inspectorate of Strategic Products, each on terms that, in the Bidder’s opinion, are acceptable.

The offered consideration for each share in Ortivus corresponds to the subscription price for B shares in the Rights Issue, which exceeds by approximately 18% the volume-weighted average price of SEK 1,03 for the Ortivus B share during the 20 trading days preceding 17 October 2025, when Ortivus announced—following contact with Ponderus—that Ponderus’s shareholding in Ortivus after the Rights Issue represented more than 30% of all votes.

Furthermore, the offered consideration represents a negative premium of approximately 57% compared with the last paid price of SEK 2,83 for the Ortivus A share on First North on 27 November 2025, the final day the A share was traded before the announcement of the Offer. Compared with the last paid price of SEK 1,175 for the Ortivus B share on First North on 1 December 2025, the final trading day before the announcement of the Offer, the offered consideration represents a premium of approximately 4%.

The volume-weighted average prices for the Ortivus A and B shares during the 20 trading days preceding the Offer amounted to SEK 2,64 and SEK 1,15 respectively, meaning that the Offer consideration represents a negative premium of approximately 54% for the A share and a premium of approximately 6% for the B share.

Read more about Ponderus Invest AB here

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The offer in summary