Announcement • Aug 20
Flerie AB (publ) (OM:FLERIE) completed the acquisition of 33.7% stake in Toleranzia AB (OM:TOL).
Flerie AB (publ) (OM:FLERIE) agreed to acquire 33.7% stake in Toleranzia AB (OM:TOL) for SEK 45.7 million on March 25, 2025. As merger consideration, new ordinary shares in Flerie will be issued to the shareholders of Toleranzia in proportion to their existing shareholding in Toleranzia with a ratio of 88:1. Toleranzia’s share is, within the framework of the offer, valued at approximately SEK 0.502 per share. The purpose of the Merger is to create the conditions for continued financing of Toleranzia's operations. The proceeds from the sale of Fractions, as described above, will be settled by the Securities Institution. This settlement shall be made as soon as practicable possible after the sale of the Fractions. Through the Merger, Flerie can ensure a long-term ownership, contribute with its experience and financial resources while Flerie can work to broaden Toleranzia's financing in a private environment, which Toleranzia and Flerie jointly deem necessary to enable the continued successful development of Toleranzia's drug projects. Following the completion of the Merger, the business of Toleranzia will be contributed to a new subsidiary of Flerie's subsidiary Flerie Invest AB (hereinafter referred to as "New Toleranzia"). As per the day of the Merger, Flerie controls, through its wholly owned subsidiary Flerie Invest AB, 179,648,810 shares in Toleranzia, which corresponds to approximately 66.30 percent of the votes and shares in the company. Upon completion of the Merger, the current board members of Flerie, Thomas Eldered, Cecilia Edström, Anders Ekblom and Jenni Nordborg, are expected to be board members of New Flerie. The current CEO of Flerie, Ted Fjällman, is expected to be the CEO of New Flerie. Flerie’s Vice President and CFO, Cecilia Stureborg von Schéele, is expected to be deputy CEO and CFO of New Flerie. Mark Quick, Partner at Flerie, is expected to be Partner at New Flerie. The Board of Directors of Toleranzia AB (publ) ("Toleranzia") unanimously recommends the shareholders of Toleranzia to vote in favour of the completion of the merger between Toleranzia and Flerie AB. The Merger will result in Toleranzia being absorbed by Flerie ("New Flerie"). The merger is subject to, among other things, the approval of extraordinary general meetings of the respective companies. The Completion is also conditional upon that Nasdaq Stockholm has admitted the ordinary shares that constitute the Merger Consideration to trading on Nasdaq Stockholm, The completion of the Merger is conditional upon, inter alia, all regulatory approvals and clearances from authorities necessary for the Merger. In connection with the preparations for the offer, Flerie has conducted a very limited due diligence investigation regarding the impact of the Merger. As of April 10, 2025, Toleranzia AB has entered into a conditional loan agreement with the Company's main shareholder Flerie AB including a credit facility of SEK 20 million. The agreement enters into force on May 7, 2025 and runs until September 15, 2025, provided that the merger plan is approved at Toleranzia's extraordinary general meeting on May 7, 2025. The credit facility can initially enable the completion of the Company's clinical trial preparatory activities and at the same time strengthen the Company's ability to secure long-term financing. On May 7, 2025, shareholders of Toleranzia AB has approved the transaction. The transaction is now expected to close in third quarter of 2025. On May 14, 2025, the shareholders of Flerie AB has approved the transaction. Furthermore, Flerie’s Annual General meeting has resolved to issue the merger consideration to the shareholders of Toleranzia in accordance with the merger plan. As on June 25, 2025, Toleranzia applies for delisting of shares. As per the announcement dated August 8, 2025 the transaction has been approved by the Swedish Companies Registration Office.
The Board of Toleranzia has engaged Eversheds Sutherland Advokatbyrå AB as legal advisor in connection with the Merger. The Board of Toleranzia has engaged BDO Mälardalen AB ("BDO") to issue a fairness opinion regarding the Merger. Flerie has retained Setterwalls Advokatbyrå AB as legal advisor.
Flerie AB (publ) (OM:FLERIE) completed the acquisition of 33.7% stake in Toleranzia AB (OM:TOL) on August 19, 2025.
