Announcement • Jul 01

Ambea AB (publ) (OM:AMBEA) proposed to acquire Humana AB (publ) (OM:HUM) from Impilo AB, Incentive AS, Per Granath, Evli Fund Management Company Ltd., Prior & Nilsson Fond- Och KapitalfÖRvaltning Aktiebolag, Cicero Fonder AB and others for SEK 3 billion.

Ambea AB (publ) (OM:AMBEA) proposed to acquire Humana AB (publ) (OM:HUM) from Impilo AB, Incentive AS, Per Granath, Evli Fund Management Company Ltd., Prior & Nilsson Fond- Och KapitalfÖRvaltning Aktiebolag, Cicero Fonder AB and others for SEK 3 billion on June 29, 2026. The consideration in the Offer consists of a combination of shares in Ambea, cash and a potential Additional Consideration in the form of a CVR Instrument. A cash consideration valued at SEK 20 per share and a share consideration of 0.305 shares in Ambea will be paid by Ambea AB (publ). The Share Consideration consists of up to a total of 14,492,260 shares in Ambea. Ambea AB (publ) will also pay an earnout/contingent payment of one Contingent Value Right which entitles the holder to a potential future cash payment corresponding to the holder’s pro rata share of 80 percent of any potential damages awarded to Humana in the ongoing damage claim against the Swedish state. Humana is a party to ongoing damages proceedings against the Swedish state, through which Humana may be awarded damages amounting to a maximum of approximately SEK 259.1 million, plus any compensation for litigation costs and interest. The damages proceedings relate to the Swedish Health and Social Care Inspectorate. Against this background, Ambea is offering the Additional Consideration as part of the Consideration. The right to the Additional Consideration is provided in the form of a CVR Instrument entitling the holder to a cash payment in the event that Humana is awarded damages, whereby each shareholder in Humana is offered one CVR Instrument per share in Humana and each CVR Instrument may entitle the holder to a maximum of SEK 4.36. The CVR Instrument will be recorded through Euroclear Sweden. The total value of the Offer, excluding the Additional Consideration, amounts to approximately SEK 2.96 billion. Shareholders holding in total approximately 41.9 percent of the outstanding shares in Humana, including Humana’s largest shareholder Impilo Care AB, Incentive AS and Per Granath (in person and through companies), have undertaken to accept the Offer subject to some conditions. Furthermore, Evli Fund Management, PriorNilsson Fonder and Cicero Fonder, with a total shareholding of approximately 3.4 percent of the outstanding shares in Humana, have declared that they are positive to the Offer. Ambea may acquire, or enter into agreements to acquire, shares in Humana (or any securities that are convertible into, exchangeable for or exercisable for such shares) outside the Offer, but in any event, at a price per share not exceeding the Consideration. If Ambea, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in Humana, Ambea intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Humana and to promote delisting of Humana’s shares from Nasdaq Stockholm. The Cash Consideration and the part of the Share Consideration which may consist of repurchased shares are financed in full by funds made available to Ambea through debt financing. The transaction is subject to the Offer being accepted to such an extent that Ambea becomes the owner of shares in Humana representing more than 90 percent of the total number of shares in Humana, the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer, no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Humana’s financial position, neither the Offer nor the acquisition of Humana being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, Humana not taking any action that is likely to impair the prerequisites for making or completing the Offer, no information made public by Humana or disclosed by Humana to Ambea being materially inaccurate, incomplete or misleading, and Humana having made public all information which should have been made public by Humana and no other party announcing an offer to acquire shares in Humana on terms more favorable to the shareholders of Humana than the Offer. The Board of Directors of Humana has unanimously resolved to recommend that shareholders accept the Offer. The expected completion of the transaction is September 30, 2026. The transaction is expected to be accretive to adjusted earnings per share. BDO Corporate Finance LLP acted as fairness opinion provider for Humana AB. DNB Carnegie Investment Bank AB acted as financial advisor for Ambea AB. Advokatfirman Vinge KB acted as legal advisor for Ambea AB. Milbank LLP acted as legal advisor for Ambea AB.

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Ambea AB (publ) (OM:AMBEA) proposed to acquire Humana AB (publ) (OM:HUM) from Impilo AB, Incentive AS, Per Granath, Evli Fund Management Company Ltd., Prior & Nilsson Fond- Och KapitalfÖRvaltning Aktiebolag, Cicero Fonder AB and others for SEK 3 billion.

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