FRISQ’S Board of Directors recommends a divestment of the operational business to Cambio for SEK 40 million and intends to acquire a new business
The Board of FRISQ Holding AB ("FRISQ") has received a binding, conditional offer from Cambio Healthcare Systems AB ("Cambio") of SEK 40 million for aquiring FRISQ's operational business. The Board will call an extraordinary general meeting on October 31 and recommends to the shareholders that the offer should be accepted. The Board intends to replace FRISQ AB with an acquisition of a new business during Q4 2022. A separate general meeting for this acquisition will be convened before the end of the current year.
As previously announced, the Board of FRISQ has, after several months of evaluation, found that Cambio is the best long-term owner of the business. After an exclusive negotiation period, Cambio has presented a binding, conditional offer of SEK 40 million divided into a purchase price of SEK 31 million upon entry and an additional purchase price of SEK 9 million within a 6-month period. The outstanding loan from Cambio of SEK 9 million will be deducted from the gross purchase price.
The offer is binding until October 31, 2022. In order for the deal to be completed, approval is required at the extraordinary general meeting on October 31 and binding share transfer agreements must be concluded between the parties by October 31 at the latest. The date for the transfer of the shares is planned for December 1st, 2022, but can, if necessary, be postponed another month thereafter. This to ensure that FRISQ AB's ongoing adaptations of the system to meet GDPR requirements can be completed before the ownership of FRISQ AB passes to Cambio.
Given that the deal is approved and an agreement is entered into, Cambio takes over the financial responsibility for FRISQ AB's operational business as of November 1.
The previously announced indicative offer dated January 4, 2022 from Kerdos Venture Capital Ltd, has so far not been executed.
More information about the deal will be published in the notice to the extraordinary general meeting on October 31, 2022.
"The deal with Cambio will mean that FRISQ Care can reach the healthcare industry more quickly and thereby create major improvements for both healthcare staff and patients," says Mats Lindstrand, acting CEO, in a comment.
In parallel with identifying a buyer of FRISQ AB’s operational business, the Board has worked to identify an attractive business for the shareholders with high potential to create great value that can replace FRISQ AB's current operational business. The Board intends to announce an acquisition candidate shortly and call an extraordinary general meeting to implement the acquisition.