Magle Chemoswed

Summary of the transaction

• New shares in Magle Group will be issued to Amniotics' shareholders in relation to their existing shareholdings in Amniotics with the exchange ratio of 6,800:1, i.e. six thousand eight hundred (6,800) shares in Amniotics entitle the holder to receive one (1) new share in Magle Group (the "Merger Consideration").
• Based on the closing price for the Magle Group share on 30 May 2024, which was the last trading day prior to the announcement of the Merger, the total value of the Merger Consideration (based on all outstanding shares in Amniotics) amounts to approximately SEK 13 million.
• Based on the volume-weighted average price during the last thirty trading days for the Magle Group share, the Merger values the Amniotics share at approximately SEK 0.0046 per share, which corresponds to a premium of approximately 141 percent compared to the Amniotics share's volume-weighted average price during the last thirty trading days and a premium of approximately 110 percent compared to the closing price on 30 May 2024 (immediately preceding the announcement of the Merger) of SEK 0.0022.
• The Merger will be implemented by Amniotics being absorbed by Magle Group. The Merger is subject to, inter alia, approval at an extraordinary general meeting in Amniotics.
• A merger document is expected to be published 28 June 2024.
• The Merger is not dependent on any financing as the Merger Consideration consists exclusively of new shares in Magle Group.
• Amniotics has agreed on an additional extension of the outstanding loan of approximately SEK 3.3 million from Buntel AB until 31 October 2024. Furthermore, Magle Group intends to continue to call off services, under the service agreement entered into between Amniotics and Magle Group on 21 March 2024, through October 2024. The extension of the loan agreement and the continued cooperation between Amniotics and Magle Group are expected to secure Amniotics’ short-term capital needs until the end of October 2024.
• The Merger is expected to be completed at the earliest on or about 3 October 2024. Until this date, Magle Group and Amniotics will continue to operate as two independent listed companies.

Background and reasons for the Merger
On 22 March 2024, Magle Group announced a recommended public offer to the shareholders of Amniotics to tender all their shares to Magle Group for SEK 0.004 in cash per share (the "Public Offer"). At the expiration of the acceptance period on 17 May 2024, the Public Offer had been accepted by shareholders representing 1,724,941,636 shares, corresponding to approximately 63.1 per cent of all outstanding shares and votes in Amniotics. On 20 May 2024, Magle Group announced that it would not waive the minimum acceptance condition of 90 per cent of the total number of outstanding shares and accordingly the Public Offer was not completed.

Following the Public Offer, the Boards have explored and discussed a statutory merger between the Companies and see compelling strategic benefits from a combination of Magle Group and Amniotics.

Amniotics is a clinical-stage biotechnology company developing innovative therapies based on mesenchymal stem cells from amniotic fluid. The company develops advanced therapy medicinal products (ATMPs) to treat diseases and injuries where effective treatments are currently lacking. Amniotics has an established GMP facility, approved and licensed by the Swedish Medical Products Agency. In parallel with its own development projects, the company has capacity as a Contract Development and Manufacturing Organization (CDMO) for other biotechnology companies.

Magle Group is a healthcare group that brings innovative medical products to the market through its own sales channels based on Magle Group's proprietary and proven medical devices, and sells contract manufacturing and contract development services through its CDMO organization. The business model is built around five primary revenue streams, three of which are linked to the CDMO business. The remaining two revenue streams are generated from the innovative Degradable Starch Microspheres (DSM) technology, which includes out-licensed royalties and direct sales of DSM products.

The proposed Merger and the Companies' combined resources would allow Amniotics’ GMP-licensed ATMP facility to be fully utilized, thereby ensuring that Nordic research-based companies have access to development and manufacturing support in this fast-growing area of biotechnology. In addition, the integration of Amniotics’ capabilities and know-how with Magle Group's cutting-edge DSM technology provides opportunities to broaden Magle Group's DSM-based product portfolio.

Organization
Magle Group does not currently foresee any material changes to Amniotics' operations, including operational sites, its management or employees or their terms of employment. However, Magle Group expects the business combination to offer synergies in the long-term perspective.

Board of Directors and senior executives
Upon completion of the Merger, Hans Henrik Lidgard, Martin Lidgard, Malin Malmsjö, Sven-Christer Nilsson and Mats Pettersson are expected to be board members of the New Magle Group, and Justin Pierce to be the New Magle Group's CEO.

Merging entities
The Boards consider that the Merger of Magle Group and Amniotics should be implemented as a statutory merger of the Companies in accordance with the Swedish Companies Act (Sw. Aktiebolagslagen), giving shareholders of Amniotics the opportunity to approve the Merger at an extraordinary general meeting in the company. Furthermore, the Boards propose that the Merger shall be implemented with Magle Group as the absorbing company and Amniotics as the absorbed company. All shares in Amniotics are included in the Merger.

The parent company of the combined company is proposed to continue to be called Magle Chemoswed Holding AB (publ) and the combined company's shares will be traded on Nasdaq First North Growth Market.

Voting undertakings
The Merger is conditional upon, inter alia, the approval of the Merger Plan at the extraordinary general meeting in Amniotics and, in the event that shareholders with holdings of at least five (5) percent of the shares so request in accordance with Chapter 23. Section 15 of the Swedish Companies Act, at the extraordinary general meeting in Magle Group.

Shareholders in Amniotics representing approximately 20.7[1] percent of the votes and shares in Amniotics have undertaken to vote in favour of the Merger at the forthcoming extraordinary general meeting.

If a general meeting is to be held in accordance with Chapter 23. 15 of the Swedish Companies Act in Magle Group, shareholders representing approximately 74.0 percent of the votes and shares in Magle Group have undertaken to vote in favour of the Merger at such extraordinary general meeting.

Merger Consideration etc.
Magle Group shall pay Merger Consideration to Amniotics' shareholders as set out below. In connection with the signing of the Merger Plan, the Boards have agreed to a distribution of the Merger Consideration calculated through an assumed value of the Amniotics share of SEK 0.0045 and an assumed value of the Magle Group share of SEK 30.6.

In determining a reasonable Merger Consideration for both Magle Group's and Amniotics’ shareholders, the Boards have taken into account the Companies' current market values, historical market values, the Companies' future prospects, Amniotics’ significant difficulties in obtaining additional financing for existing projects and Magle Group's ability to develop Amniotics’ existing projects in a cost-effective manner.

The Merger Consideration, taking into account the factors described above, has been determined so that for six thousand eight hundred (6,800) shares in Amniotics, the holder entitles the holder to receive one (1) share in Magle Group. The Boards believe that the Merger is beneficial to the Companies and their shareholders. The Merger also gives both Companies' shareholders an opportunity to benefit from future share price developments. Magle Group's Board of Directors believes that the Merger Consideration is fair to Magle Group from a financial point of view and Amniotics’ Board of Directors believes the Merger Consideration to be fair from a financial point of view for Amniotics’ shareholders.

Fractions
Only whole shares in Magle Group will be paid to shareholders in Amniotics as a Merger Consideration. Magle Group and Amniotics has therefore retained Vator Securities AB ("Vator Securities") to aggregate all fractions of Amniotics shares which do not entitle the holder to a whole new Magle Group share ("Fractions") and the total number of shares in Magle Group corresponding to such Fractions will then be sold by Vator Securities at Nasdaq First North Growth Market. The sale will be made as soon as possible after the registration of the Merger with the Swedish Companies Registration Office (Sw. Bolagsverket) (the "Completion"). The proceeds for the sale of Fractions will be settled by Vator Securities and then paid to those entitled to it in proportion to the value of the Fractions held immediately prior to the sale. This payment shall be made as soon as practicable possible after such sale of Fractions.

Settlement of the Merger Consideration
Those entitled to receive the Merger Consideration will be the shareholders listed in the share register of Amniotics on or about 27 September 2024. However, the Board of Directors of Magle Group has the right to postpone this day, should it be required as a result of the practical administration. Such a postponement will be communicated as soon as such a decision has been made.

Unless otherwise stated below the Merger Consideration will be settled after the Swedish Companies Registration Office has registered the Merger, by Euroclear Sweden registering the number of Magle Group shares in the securities account of each duly entitled party. Meanwhile the shareholding in Amniotics of such parties shall be de-registered from the same account. The consideration will thus be distributed automatically, and no measures will be required by shareholders in Amniotics in relation thereto. The new shares in Magle Group, issued as Merger Consideration, shall carry full shareholder rights as from the date of their registration with the Swedish Companies Registration Office.

The proceeds from the sale of Fractions, as described above, will be settled by Vator Securities. This settlement shall be made as soon as practicable possible after the sale of the Fractions.

If the shares in Amniotics are pledged on the date of account of the Merger Consideration, settlement shall be made to the pledge holder. If the shares in Amniotics are registered with a nominee, settlement shall be made to the nominee.

Registration of the Merger is expected to take place on or about 3 October 2024.

Share issue
The issue of shares in Magle Group, as Merger Consideration, shall be resolved upon by the Board of Directors in Magle Group with the support of the authorization of the annual general meeting on 25 April 2024.

The shares issued in Magle Group to the shareholders in Amniotics as Merger Consideration shall carry rights to dividends for the first time on the record date that occurs following Completion. The shareholders of Amniotics will be entitled to a dividend in Magle Group in accordance with the provisions of Magle Group's Articles of Association.

The total number of shares that will be issued to Amniotics' shareholders as Merger Consideration will be based on the number of Amniotics shares outstanding at the time of the Completion, excluding any shares in Amniotics held by or on behalf of Magle Group. Assuming that the number of shares outstanding as per the day of this publication is the same at Completion, the total number of new shares in Magle Group will amount up to 401,919. Thus, at the time of the Completion, there will be a total of up 11,201,919 outstanding shares in New Magle Group.

Ownership structure pro forma
Upon completion of the Merger, Amniotics’ shareholders will own up to approximately 3.6 percent of the shares and votes in the combined company, and Magle Group’s shareholders will own approximately 96.4 percent of the shares and votes in the combined company. Based on information from Euroclear Sweden AB as of 31 March 2024, adjusted for the latest known information, the combined company will have the following ownership structure.

Value of synergies
The Merger is expected to create value for the shareholders of the New Magle Group through synergies in the form of, for example, management expertise, expertise in business development and better conditions and focus for the projects that are currently in Amniotics. In addition, opportunities are created for efficient research and development work where both Companies' competencies can benefit from each other. Furthermore, synergies are expected in the form of reduced overhead and listing costs. In total, the value of synergies from these cost savings are estimated to amount to between SEK 6 million and 13 million annually. However, the expected value-creating synergies do not primarily stem from these smaller cost savings but from the synergies described above under "Background and reasons for the Merger" and described in the Merger Plan, for example greater efficiency in research and development and increased impact in business development towards potential customers.

The synergies are expected to be unlocked within 14 to 36 months. The integration of the businesses will begin immediately after the Merger is completed. The synergies are expected to be achieved soon thereafter, as Magle Group's and Amniotics' operations are already similar which will shorten the time of integration.

Undertakings prior to the Merger
Magle Group and Amniotics undertake, during the period from the Merger Plan having come into effect, to take all necessary measures to carry out the Merger on the terms set out herein. Furthermore, Amniotics undertakes to not without the prior written consent of Magle Group, take any of the following actions:

1. declare or pay any dividend or other distribution to shareholders;
2. issue shares or other securities;
3. resolve on a share split or similar measures;
4. acquire, divest or agree to acquire or divest, significant shareholdings, operations or assets;
5. enter into or amend material agreements or other agreements or incur any material additional indebtedness, other than in the ordinary course of operating its business;
6. take other measures that are aimed to affect the relative value of the Merger Consideration in relation to the value of the shares in Amniotics in an unreasonable way; or
7. amend the Articles of Association, save for amendments made in order to implement the Merger.

Statements from the Boards
The Boards believe that a merger is to the advantage of each company and its shareholders and that the exchange relationship is reasonable. The Boards therefore separately recommend the shareholders of the respective company to vote in favour of approval of the Merger Plan at the general meeting in Amniotics scheduled to be held on 15 July 2024, and at a general meeting of Magle Group, in the event that shareholders with holdings of at least five (5) percent of the shares so request in accordance with Chapter 23. Section 15 of the Swedish Companies Act.

Amniotics' Board of Directors has issued a statement pursuant to Section II.19 of the Swedish takeover rules for certain trading platforms (the "Takeover Rules"), pursuant to which Amniotics' shareholders are recommended to vote in favour of the Merger, and which will be announced through a separate press release.

No fairness opinion has been obtained regarding the Merger.

Holders of securities with special rights in the Companies
Apart from warrants in Amniotics held by Amniotics, there are no outstanding warrants or other securities providing the holder with special rights in Magle Group or Amniotics. The warrants in Amniotics cannot be exercised by Amniotics.

Terms of the Merger
Completion is conditional upon:

1. that Amniotics' shareholders, at an extraordinary general meeting in Amniotics, approve the Merger Plan;
2. that Magle Group's shareholders at a general meeting of Magle Group, in the event that shareholders with holdings of at least five (5) percent of the shares so request in accordance with Chapter 23, Section 15 of the Swedish Companies Act, approves the Merger Plan;
3. that Nasdaq Stockholm AB has admitted the shares that constitute the Merger Consideration to trading on Nasdaq First North Growth Market;
4. that all permits and approvals of the competition authorities that are necessary for the Merger have been obtained on terms containing no remedies, conditions or undertakings which in the opinion of the Boards, acting in good faith, would have a material adverse effect on the business, competitive or financial position of New Magle Group following Completion;
5. that the Merger is not in whole or in part made impossible or materially impeded as a result of legislation, court rulings, decisions by public authorities anything similar;
6. that neither Magle Group nor Amniotics has breached their undertakings set out in the section "Undertakings prior to the Merger" before the day when the Merger is registered with the Swedish Companies Registration Office in any such a way that would result in a material adverse effect on the Merger or New Magle Group; and
7. that no change, matter or event or series of changes, matters or events has occurred that has had or could reasonably be expected to have a material adverse effect on the financial position or operation, including sales, results, liquidity, equity ratio, equity or assets of Amniotics or Magle Group or New Magle Group, and as a result of which the other party cannot reasonably be expected to complete the Merger.

If the conditions set out in this section have not been satisfied and Completion has not taken place on or before 30 November 2024, the Merger will not be implemented and the Merger Plan shall cease to have any further effect, however that the Merger will only be discontinued and the Merger Plan shall only cease to have any further effect, to the extent permitted by applicable law, if the nonsatisfaction is of material importance to the Merger or New Magle Group. The Boards reserve the right to jointly waive, in whole or in part, one, several or all of the conditions of the Merger.

The Boards shall, subject to applicable law, be entitled to jointly decide to postpone the last date for fulfilment of the conditions from 30 November 2024 to a later date.

Shareholding between Magle Group and Amniotics and pre-acquisitions
Hans Henrik Lidgard, who controls approximately 74.0 per cent of the shares and votes in Magle Group and therefore should be regarded as a related party to Magle Group, holds 7,836,899 shares in Amniotics, corresponding to approximately 0.29 per cent of the shares and votes in Amniotics, through a pension insurance.[2] Save for Hans Henrik Lidgard's said shareholding, neither Magle Group nor any closely related companies or closely related parties own any shares or financial instruments in Amniotics that give financial exposure to Amniotics' shares at the time of this announcement.

Neither Amniotics nor any closely related companies or closely related parties own any shares or financial instruments in Magle Group that give financial exposure to Magle Group's shares at the time of this announcement.

Hans Henrik Lidgard has during a period of six months prior to announcement of the Merger acquired a total of 7,317,473 shares in Amniotics. The shares were acquired at a highest price of SEK 0.0038 per share. Save for Hans Henrik Lidgard's said pre-acquisitions, neither Magle Group nor any of its closely related parties have acquired or agreed to acquire any shares in Amniotics during the six months preceding the announcement of the Merger or any other financial instruments that give financial exposure to Amniotics' shares.

The above acquisitions are so-called pre-acquisitions according to the Takeover Rules. In accordance with the Takeover Rules, the terms of the Merger may not be less favourable in the Merger than in the pre-acquisitions. The exchange ratio in the Merger corresponds to a price per Amniotics share of SEK 0.0048, based on the average price paid for the Magle Group share on the latest trading day with completed trades, 29 May 2024, which exceeds the highest price per Amniotics share paid in the pre-acquisitions.

Financing
The Completion is not dependent on any financing as the Merger Consideration exclusively consist of new shares in Magle Group.

Due diligence and exchange of inside information
In connection with the preparations for the Merger, limited due diligence investigations of a confirmatory nature have been conducted on certain business-related, financial and legal information relating to Amniotics and Magle Group, respectively. During the due diligence investigations, no information that has not previously been made public and that could constitute inside information in relation to Magle Group and Amniotics has been disclosed, save for information regarding Amniotics liquidity situation, which is included and announced through this press release.

Indicative timetable for the Merger
The merger document is expected to be finalised and published on or about 28 June 2024. The preliminary timetable for the Merger is as follows.

All dates are preliminary and may be subject to change.

Scheduled time for Amniotics' dissolution
When the Swedish Companies Registration Office registers the Merger, Amniotics will be dissolved, and its assets and liabilities will be taken over by Magle Group. This is expected to occur no earlier than the 3 October 2024. The Companies will announce the date on which the Swedish Companies Registration Office is expected to register the Merger. The Merger Consideration will be delivered through Euroclear Sweden AB shortly after the registration of the Merger with the Swedish Companies Registration Office.

The final day of trading in Amniotics' shares is expected to be the trading day that falls three (3) trading days prior to the registration of the Merger with the Swedish Companies Registration Office and the first day of trading in the newly issued shares in Magle Group on Nasdaq First North Growth Market is expected to occur shortly after the Completion.

Fees etc. in relation to the Merger
No special fees or benefits, as defined in the Swedish Companies Act, will be paid to any of Magle Groups' or Amniotics' Board members or CEOs in connection with the Merger. Aside from what is set out below, no such fees or benefits will be paid to the Companies' auditors.

Fees to the auditors in Magle Group and Amniotics shall be paid for, inter alia, their opinion on the Merger Plan, their review of the merger document and other work performed by the auditors in connection with the Merger.

Applicable law and disputes
The Merger shall be governed and construed in accordance with Swedish law. Through the undertaking that follow from the Companies listing on the Nasdaq First North Growth Market, the Merger and the Companies are subject to the Takeover Rules, the Swedish Securities Council (Sw. Aktiemarknadsnämnden) decisions and advice on the interpretation and application of the Takeover rules (and, where applicable, the Swedish Securities Council's previous statements and advice on interpretation and application of the Industry and Commerce Stock Exchange Committee's (Sw. Näringslivets börskommitté) Rules Concerning Public Offers for the Acquisition of Shares that were previously applied), and the penalties that the Nasdaq First North Growth Market can impose for violations of the Takeover rules. Disputes concerning, or arising out of or in connection with, the Merger shall be exclusively settled by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

Advisors
Vator Securities AB is financial advisor in connection with the Merger. Advokatfirman Schjødt is legal advisor to Magle Group, and Setterwalls Advokatbyrå AB is legal advisor to Amniotics, in connection with the Merger.

Information about the Merger:
Information about the Merger, including the Merger Plan, is made available at the Companies' respective websites: www.maglegroup.com and www.amniotics.com.

For other enquiries, please contact:

Magle Group
Justin Pierce, CEO
Email: justin.pierce@maglechemoswed.com
Telephone: +46 (0)70 593 58 21

Amniotics
Marcus Larsson, CEO
Email: ml@amniotics.com
Telephone: +46 (0) 763 08 40 91

For administrative questions regarding the Merger, please contact your bank or the nominee registered as holder of your shares.

About Magle Group
The Magle Group aims to establish itself as a leader in high-quality life-changing healthcare innovations to meet medical needs through scientific excellence. The Magle Group is founded on strategic acquisitions aimed at driving growth and diversifying risk. Today, the Group includes two operational areas. Magle Chemoswed – a contract development and manufacturing organization (CDMO) with a strong reputation for its high-quality development and manufacturing expertise and Magle PharmaCept – an established sales and marketing company for development and direct sales of the Groups medical technology products. Learn more on www.maglechemoswed.com and https://maglegroup.com/ and www.maglepharmacept.com.

Vator Securities is the Company's certified adviser on Nasdaq First North Growth Market and can be reached at ca@vatorsec.se or +46 (0)8-580 065 99.

About Amniotics
Amniotics AB (publ) is a clinical stage biotech company, developing innovative therapies, based on amniotic fluid derived stem cells. The company develops therapies to treat diseases where effective treatments are currently lacking. Amniotics has an established GMP-facility, approved and licensed by the Swedish Medical Products Agency. The company has capabilities as a Contract Development and Manufacturing Organization (CDMO) for other biotech companies. Amniotics is headquartered in Lund, Sweden. The company is listed at Nasdaq First North Growth Market in Stockholm. Amniotics Certified Adviser at First North is Redeye AB.

Learn more at www.amniotics.com.

Important Information
In the information below, "this press release" refers to this document, its content or part thereof, oral presentations, question papers and written or oral material discussed or distributed in connection therewith. This press release is not a notice to attend an extraordinary general meeting or a merger document. This press release is also not an offer to sell, or a solicitation or invitation to submit an offer to buy, acquire or subscribe for, securities, or an incentive to make any investment, and there will be no sale of securities in jurisdictions where such an offer, request or sale would be prohibited without registration or qualification under such jurisdiction's securities law. Decisions regarding the Merger shall be made solely on the basis of information stated in the merger document relating to the Merger, and to independent analyses of the information therein. You should read the merger document, which will be available before the extraordinary general meetings which will decide on the issues set forth herein, to obtain more complete information on the Merger. You should also do an independent analysis of the information contained therein and the merger document before making an investment decision.

This press release contains forward-looking information. Forward-looking information is inherently associated with known and unknown risks, uncertainties, assumptions and other factors, as it relates to circumstances and depends on circumstances that occur in the future, whether within or outside the respective companies or New Magle Group' control. Such factors may cause actual results, performance and actual development to deviate significantly from what is expressed or implied in the forward-looking information. Although each company' management believes that their expectations stated in the forward-looking information are reasonable based on such information that is available to them, no guarantee is given that such forward-looking information will prove to be accurate. Undue weight should not be given to forward-looking information. The forward-looking information applies only to the day of this press release and neither Magle Group nor Amniotics undertake any obligation to update the forward-looking information beyond what is required pursuant to applicable law. Magle Group' and Amniotics' past performance does not guarantee, and does not represent, the future performance of New Magle Group. Furthermore, Magle Group, Amniotics and their respective subsidiaries, senior executives, employees and agents undertake no obligation to review, update or confirm expectations or estimates, or revise forward-looking information to reflect events that occur, or circumstances that arise, in relation to the content of the press release. Furthermore, it is not certain that the Merger will be carried out in the manner and within the time frame described in this press release or at all.

[1] According to the Swedish Companies Act and the Takeover Rules, shares held by Hans Henrik Lidgard shall not be taken into account when resolving on the approval of the Merger Plan in Amniotics.
[2] According to the Swedish Companies Act and the Takeover Rules, shares held by Hans Henrik Lidgard shall not be taken into account when resolving on the approval of the Merger Plan in Amniotics.