Oslo, 16 September 2025 at 16:05 CET
Observe Medical ASA (the "Company" or "Observe Medical", OSE ticker "OBSVR") has
today entered into an investment agreement (the "Investment Agreement") with
Songa Capital AS, an investment company owned by the Blystad Group. Pursuant to
the Investment Agreement, Observe Medical will issue 20 million new shares to
Songa Capital AS (or one or several affiliated companies) at a subscription
price of NOK 0.50 per share, raising total gross proceeds of NOK 10 million (the
"Private Placement"). The subscription price in the Private Placement equals the
subscription price in the private placement placed by the Company on 11 June
2025 (the "June Private Placement"). The issuance will represent approximately
17.83% of Observe Medical's outstanding shares following the Private Placement,
not taking into account any shares being issued in the contemplated subsequent
offering of up to 24 million new shares related to the June Private Placement
(the "Subsequent Offering").
The Private Placement entails a deviation from the shareholders' pre-emptive
rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited
Liability Companies Act. The Board of Directors has carefully considered whether
such a deviation from the shareholders' pre-emptive rights is in the best
interest of the Company and its shareholders. The Board of Directors has
concluded that this is the case amongst other because the Company by this
transaction will secure working capital needed in relation to product
development and ramp-up of production and sales activities and that the Blystad
Group will be an attractive shareholder for the Company.
The Board of Directors believes that the subscription price in the Private
Placement is fair, considering that it equals the subscription price in the June
Private Placement and the contemplated Subsequent Offering and that Songa
Capital AS contributes significant equity to the Company in an important phase
of its development. The Board of Directors also emphasised that the transaction
will not imply an unequal treatment of existing shareholders.
The Private Placement is conditional upon the approval by the extraordinary
general meeting of the share capital increase pertaining til the Private
Placement. The Company will call for an extraordinary general meeting to resolve
the share capital increase pertaining to the Private Placement, as will be
further described in the notice to the extraordinary general meeting to be
announced separately.
The Company is in the process of preparing a prospectus for (i) the listing on
Euronext Expand of the 72,890,000 shares issued in the June Private Placement,
(ii) the contemplated Subsequent Offering (including the listing on Euronext
Expand of shares offered in the Subsequent Offering) and (iii) the listing on
Euronext Expand of the shares to be issued in the Private Placement, subject to
approval by the extraordinary general meeting (the "Prospectus"). Publication of
the Prospectus is subject to approval of the Prospectus by the Norwegian
Financial Supervisory Authority (the "NFSA").
Reference is further made to the stock exchange announcement by Observe Medical
on 3 July 2025 where the Company announced that it is expected that the
subscription period for the Subsequent Offering will last from on or about 17
September 2025 at 09:00 to 1 October 2025 at 16:30, provided that the Prospectus
is approved in time. Due to the Private Placement, the Prospectus will not be
approved in time for the subscription period to commence on 17 September 2025,
but it is still expected that the Prospectus will be approved by the NFSA and
published by the Company by the end of Q3 2025. The Company will issue a
separate stock exchange announcement with further details on the Subsequent
Offering.
Information in this announcement is considered to be inside information pursuant
to the EU Market Abuse Regulation and is subject to the disclosure requirements
according to section 5-12 of the Norwegian Securities Trading Act. The
information was submitted for publication by Johan Fagerli, CFO of Observe
Medical, on the date and time as set out above.
For further information, please contact:
Jørgen Mann, CEO Observe Medical
Mobile: +45 408 67 558
E-mail: jorgen.mann@observemedical.com
Johan Fagerli, CFO Observe Medical
Mobile: +47 958 12 765
E-mail: johan.fagerli@observemedical.com
About Observe Medical:
Observe Medical is a Nordic medtech company that develops, markets and sells
innovative medtech products for the global market. The Company is committed to
improving patient welfare and patient outcomes, improving clinical data accuracy
and promoting positive health economics.
The Company seeks to drive growth by leveraging its expertise in sales and
commercialisation of its broad portfolio of medical technology products, mainly
in urine measurement and ultrasound, in combination with targeted M&A and
distribution. Observe Medical is working with a network of leading distributors
to provide outstanding solutions for healthcare professionals globally.
The Company is headquartered in Oslo, Norway.
Further information is available at www.observemedical.com.
* * *
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa
or the United States (including its territories and possessions, any State of
the United States and the District of Columbia) or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.
The publication, distribution or release of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession any document
or other information referred to herein should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
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 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). Any offering of the securities
referred to in this announcement will be made by means of a Prospectus which
will be prepared and which is subject to the approval by the Norwegian Financial
Supervisory Authority. Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained in
the aforementioned prospectus.
In any EEA Member State other than Norway, this communication is only addressed
to and is only directed at qualified investors in that Member State within the
meaning of the EU Prospectus Regulation, i.e. only to investors who can receive
the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) 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) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication 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.
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 "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company and its affiliates expressly
disclaims any obligation or undertaking to update, review or revise any forward
-looking statement contained in this announcement whether as a result of new
information, future developments or otherwise. The information, opinions and
forward-looking statements contained in this announcement speak only as at its
date and are subject to change without notice.