Irisity AB (publ) (OM:IRIS) agreed to acquire Ultinous Ltd. for SEK 45 million on February 28, 2024.The purchase price for all Ultinous shares is intended to be paid by way of the In-kind Issue consisting of 9 million new shares in Irisity at a subscription price of SEK 5.00 per share. The subscription price has been set after arm?s length negotiations with the sellers of Ultinous, and it is the board of directors' assessment that the subscription price, corresponding to a premium of approximately 17.9% against the closing price of Irisity?s shares on Nasdaq First North Growth Market on February 28, 2024, is on market terms and conditions. The reason for deviating from the shareholders preferential rights is that a prerequisite for Irisity to be able to complete the acquisition of Ultinous is that the Company pays the purchase price by issuing its own shares to the sellers of Ultinous.

In conjunction with the Acquisition, and as part of the term sheet, Stockhorn Capital AB will invest SEK 45 million in Irisity through a directed share issue on the same terms as in the In-kind Issue, i.e., SEK 5.00 per share. The Acquisition, the In-Kind Issue, and the Directed Issue are subject to national FDI Regulation requiring approval from Swedish and Hungarian authorities. Notice convening the extraordinary general meeting to authorize the board of Irisity on the In-kind Issue and the Directed Issue will be published separately.

Penser by Carnegie Investment Bank AB (publ) and Advokatfirman Vinge KB as financial and legal advisers to Irisity AB (publ) (OM:IRIS) in connection with the transaction.