EQT IX, managed by EQT Partners AB made an offer to acquire the remaining 74.3% stake in Recipharm AB (publ) (OM:RECI B) from AP Fonden 4, Första AP-fonden, AMF Fonder AB, Handelsbanken Asset Management and others for approximately SEK 16.5 billion on December 14, 2020. EQT IX managed by EQT Partners AB made an offer to the shareholders and holders of the Senior Unsecured Convertible Bonds to tender all their shares and Convertible Bonds. Under the terms the shareholders of Recipharm are offered SEK 220 in cash per class B share in Recipharm and the Holders of Convertible Bonds are offered SEK 1,427,010 in cash per SEK 1,000,000 in aggregate principal amount of Convertible Bonds. The total value of the Offer based on the 75 million shares in Recipharm not directly or indirectly held by EQT IX or its closely related parties, and all outstanding Convertible Bonds, amounts to approximately SEK 17.9 billion. If Recipharm, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, or to the Holders of Convertible Bonds, the consideration in the Offer will be adjusted accordingly. As of January 28, 2021, EQT has increased the consideration for shares to SEK 232 per share and SEK 1.5 million per SEK 1 million in aggregate principal amount of Convertible Bonds. Lars Backsell and Thomas Eldered, being closely related parties to EQT IX, currently indirectly hold 25.7% of the share capital in Recipharm. All shares, directly or indirectly, held by Lars Backsell and Thomas Eldered, will be contributed to EQT IX in connection with the completion of the Offer. Shareholders representing 18.4% shareholding, have expressed their intention to accept the revised offer. As of February 12, 2021, a total of 70,111,783 shares in Recipharm, corresponding to approximately 69.5% of the share capital and approximately 23.9% of the voting rights, and 1,000 Convertible Bonds in Recipharm, corresponding to 100% of the Convertible Bonds, have been tendered in the Revised Offer. Together with the shares already held or otherwise controlled by EQT and its closely related parties, EQT’s shareholding in Recipharm amounts to in aggregate 96,053,193 shares, corresponding to approximately 95.1% of the share capital and approximately 98.3% of the voting rights as well as 1,000 Convertible Bonds, corresponding to 100% of the issued Convertible Bonds. As of March 1, 2021, a total of 70,709,196 shares in Recipharm and 1,000 Convertible Bonds, corresponding to approximately 70% of the share capital and approximately 24.2% of the voting rights in Recipharm have been tendered at the end of the Revised Offer Period. EQT IX or its closely related parties hold approximately 96.4% of the share capital and approximately 98.8% of the voting rights in Recipharm and a compulsory acquisition of the remaining shares has been initiated. The consideration payable is financed in full by a combination of funds available to EQT IX by way of an equity commitment letter issued by EQT IX and debt financing arranged or to be provided by Goldman Sachs International, GS Mezzanine Partners VII S.à r.l., GS Mezzanine Partners VII Offshore S.à r.l., GS Mezzanine Partners VII Offshore Treaty S.à r.l., Broad Street Danish Credit Partners, L.P. and GLQC S.à r.l. on terms customary for financing of public offers on the Swedish market. The financing provides EQT IX with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition. EQT IX plans for the future business and general strategy do not currently include any material changes with regard to Recipharm's operational sites, its management and employees, including their terms of employment. EQT submitted a request to the board of directors of Recipharm regarding a notice to convene an extraordinary general meeting, in order to consider a proposal for an election of new members of the board of directors of Recipharm. The Offer is conditional upon the Offer being accepted to such extent that offeror becomes the owner of shares representing more than 90% of the total number of outstanding shares in Recipharm, no other party announcing an offer to acquire shares in Recipharm on terms that are more favorable to the shareholders in Recipharm than the Offer, with respect to the Offer and completion of the acquisition of Recipharm, receipt of all necessary regulatory, competition authorities and other actions from authorities are obtained, in each case on terms which, in offerors opinion are acceptable, neither the Offer nor the acquisition of Recipharm being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Recipharm's financial position or operation, including Recipharm's sales, results, liquidity, equity ratio, equity or assets, no information made public by Recipharm, or otherwise made available to EQT IX by Recipharm, being inaccurate, incomplete or misleading and Recipharm having made public all information which should have been made public, Recipharm not taking any action that is likely to impair the prerequisites for making or completing the Offer and the Terms for the Convertible Bonds have been corrected so that the Correct Recalculation Formula. As of January 28, 2021, Recipharm's board has unanimously approved the revised offer. On February 10, 2021, The European Commission unconditionally approved the deal. If EQT IX, whether in connection with the Offer or otherwise, acquires shares representing more than 90% of the total number of shares in Recipharm, EQT IX intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares and Convertible Bonds in Recipharm and to promote delisting of Recipharm's shares from Nasdaq Stockholm and removal of the Convertible Bonds from the Frankfurt Stock Exchange. As of February 15, 2021, EQT announces that all conditions for completion of the Revised Offer have been fulfilled. Accordingly, the Revised Offer is declared unconditional. The acceptance period for the Offer is expected to commence on or about December 18, 2020 and expire on or about February 12, 2021. To provide the remaining shareholders in Recipharm who have not tendered their shares time to accept the Revised Offer, the acceptance period will be extended until February 26, 2021. Settlement for the shares tendered in the Revised Offer during the extended acceptance period is expected to start around March 3, 2021. Goldman Sachs International acted as financial advisor and Jens Bengtsson, Ola Sandersson, Christoffer Benninge, Fredrik Rydin, Kristian Hugmark, Leo Lee Roschier and Hanna Tilus of Roschier Advokatbyrå AB acted as legal advisors to EQT in connection with the Offer. Setterwalls Advokatbyrå AB acted as legal advisor to Lars Backsell and Thomas Eldered in connection with the Offer. Carnegie Investment Bank AB (publ) acted as financial advisor to the Board of Directors of Recipharm, Erik Sjöman and Linnéa Sellström of Vinge acted as legal advisors and Jon Walberg and Stefan Torstensson of Öhrlings PricewaterhouseCoopers AB as fairness opinion Provider to Recipharm AB. Stifel Nicolaus Europe Limited acted as financial advisor and Simmons & Simmons acted as legal advisor to Recipharm AB. EQT IX, managed by EQT Partners AB completed the acquisition of the remaining 74.3% stake in Recipharm AB (publ) (OM:RECI B) from AP Fonden 4, Första AP-fonden, AMF Fonder AB, Handelsbanken Asset Management and others on March 1, 2021. The last day of trading in the Recipharm share on Nasdaq Stockholm will be March 5, 2021.