IGEA Pharma N.V.: IGEA to update on RBCARE business combination

IGEA Pharma N.V. / Key word(s): Letter of Intent/Letter of Intent

09-Oct-2023 / 22:50 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

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IGEA to update on RBCARE business combination

Hoofddorp, the Netherlands, 9 October 2023. IGEA Pharma N.V. (SIX: IGPH) today disclosed on expected figures about IGEA and RBCARE2023 LTD (“RBCARE”) combining their businesses.

  RBCARE has been established beginning of 2023 as an intermediate parent to manage and further

  roll-out under a single entity ultimately controlled by the same groups of shareholders certain existing 

  elderly care businesses in residential and nursing settings in United Kingdom, including, among others,

  Cleveland Healthcare Group LTD, acquired by RBCARE beginning of May 2023. Cleveland

  Healthcare Group LTD operates primarily across the north of England and cares for approx. 1,300

  residents in 28 care settings.

Consolidated financial information of RBCARE on a IFRS basis as well as pro-forma financial information in the form as required to accomplish the business combination are not yet disclosed/available, but based on the most recent available August 2023 figures, IGEA expects RBCARE to disclose consolidated revenue and an EBIT of EUR 105 million and EUR 9.5 million respectively for 2023, confirming therefore also the consistency of the next 12 months forecast of RBCARE previously disclosed.

The key element of the combination is and remains the significant value improvement for their businesses, stockholders and stakeholders expected by both parties.

Pierpaolo Cerani, CEO and director of IGEA “Consolidated revenue and EBIT expectations about RBCARE for 2023 emphasize our belief in the validity of the proposed solution and in the work carried out when we took over from the previous board beginning of May 2023, and strengthen our expectation to substantially contribute to the value improvement for our shareholders.”

The closing remains subject to (i) the absence of any deal-breaker or other material adverse event for either parties, including, but not limited to, IGEA remaining a SIX listed entity; and (ii) the satisfaction of customary conditions for a transaction of this type, including, among others, the approval by the parties’ respective general meetings as well as the newly issued shares of IGEA in connection with the transaction having been approved for listing on SIX.

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About IGEA

IGEA Pharma N.V. operates on preventative health-tech products and devices, commercializing an Alzheimer’s prevention set (which includes ’Alz1’, an at-home lab test kit to measure non-bound copper in the blood and a natural dietary supplement branded ‘Alz1 Tab’ designed to reduce blood heavy metals content) and expects to integrate the non-bound copper detection-based pipeline with a diabetes type II prevention set in the next future.

IGEA is listed on the SIX Swiss Exchange (ticker IGPH) and is headquartered in Hoofddorp, the Netherlands. Find out more at www.igeapharma.nl

Contacts

Pierpaolo Cerani, CEO, cerani@igeapharma.nl

Disclaimer

This document does neither constitute an offer to buy or to subscribe for securities of IGEA nor a prospectus within the meaning of applicable Swiss laws and regulations or the SIX Swiss Exchange Listing Rules. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of IGEA solely based on the official prospectus (the "Prospectus") to be published by IGEA in due course. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

  This publication may contain specific forward-looking statements, e.g. statements including terms

  like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar

  expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties

     and other factors which may result in a substantial divergence between the actual results, financial

  situation, development, or performance of the company and those explicitly or implicitly presumed

in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. IGEA Pharma N.V. assumes no responsibility to update forward- looking statements or to adapt them to future events or developments.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. IGEA Pharma N.V.'s shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the IGEA Pharma N.V. shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it 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"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document does not constitute an offer of securities to the public of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offer of securities

referred to in this document to persons in the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) as implemented in member states of the EEA, from the requirement to produce a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state that has implemented the Prospectus Regulation is only addressed to qualified investors in that member state within the meaning of the Prospectus Regulation and such other persons as this document may be addressed on legal grounds. For the purposes of this paragraph, the expression an "offer to the public" in relation to any securities in any member state means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities.