Aqua Bio Technology — Share Issue/Capital Change 2024

Apr 23, 2024

Aqua Bio Technology ASA: Cosmed Buyout

Aqua Bio Technology ASA: Cosmed Buyout

23.4.2024 12:23:02 CEST | Aqua Bio Technology ASA | Inside information

Pursuant to the agreement Aqua Bio Technology ASA ("ABT" or the "Company")

entered with Varming Holding AS as seller ("Varming") with respect to the

Company's acquisition of all of the shares in Cosmed Beauty AS ("Cosmed") and

Ultrabody AB on 28 June 2022 (the "Agreement"), the purchase price was agreed to

be an earn-out based on a multiple of Cosmed's result before tax for each of the

financial years ended 2022, 2023, 2024 and 2025. The Company's board of

directors regards such earn-out structure as suboptimal and potentially entails

a conflict of interests. As such, the Company has today entered into an

amendment agreement ("Amendment Agreement") with Varming pursuant to which the

Company and Varming settle the remaining earn-out under the Agreement by way of

a cash payment of approximately NOK 8.3 million, to be paid by the Company

within the end of Q1 2025 and the issuance of 4,708,935 new shares ("New Shares

"), each New Share with a subscription price of NOK 8.20. The New Shares are

subject to a customary lock-up undertaking that lapses on 31 December 2025.

In connection with the execution of the Amendment Agreement, Jan Varming, who is

one of the ultimate beneficial owners of Varming, will assume the role of Chief

Financial Officer (CFO) for the ABT Group. This appointment is anticipated to

result in considerable cost savings for the ABT group by reducing the need for

external personnel and consultants. Additionally, given Mr. Varming's extensive

experience within the Norwegian skincare industry, his role as CFO is expected

to enhance synergies 'derived from the Company's past acquisitions, including

Ovalen AS, Cosmed Beauty AS, Ultrabody AB, Cover Brands AS, and Skinteam Norge

AS.

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For further information, please contact CEO Håvard Lindstrøm mobile phone +47

941 32 288.

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skincare products. ABT's cosmetics ingredients are

highly effective and they provide the cosmetics industry with natural

alternatives to traditional ingredients. ABT is also marketing and distributing

natural skincare products developed by partners towards consumers and

professional users. ABT's focus on commercialization and development of natural

ingredients and natural skincare products has been, and will continue to be, an

important part of the Company's strategy going forward. Aqua Bio Technology is

listed on the Euronext Expand market of the Oslo Stock Exchange.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and subject to the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice

was published by CEO Håvard Lindstrøm on the date and time provided.

DISCLOSURE REGULATION

This information is subject of the disclosure requirements pursuant to section

of 5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Håvard Lindstrøm, 004794132288, hl@aquabiotech.no

ABOUT AQUA BIO TECHNOLOGY ASA

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skin care products. ABT's cosmetics ingredients are

highly effective and they provide the cosmetics industry with natural

alternatives to traditional ingredients. ABT is also marketing and distributing

natural skin care products developed by partners towards consumers and

professional users. Aqua Bio Technology is listed on Euronext Expand.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/3054/4362/Download%20announcement

%20as%20PDF.pdf