Navamedic

Share Issue/Capital Change • Jun 23, 2025

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

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, 23 June 2025 - 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.