The merger will be implemented by Toleranzia being absorbed by Flerie (“New Flerie”). Following the completion of the merger, Toleranzia’s operations will be assigned to a new subsidiary of Flerie’s wholly owned subsidiary, Flerie Invest (“New Toleranzia”).

The merger consideration for Toleranzia’s shareholder values Toleranzia at approximately SEK 136 million.

The merger is conditional upon, inter alia, approvals at extraordinary general meetings in both companies. The merger consideration for Toleranzia’s shareholder values Toleranzia at approximately SEK 136 million, representing a premium of approximately 50 percent per share compared to Toleranzia’s average volume-weighted price on Nasdaq First North Growth Market over the last ten trading days.

This approach allows us to attract specialist investors who typically do not invest in the public market, while current shareholders in Toleranzia retain a liquid share in Flerie.

“Our portfolio company, Toleranzia, continues to make significant progress in the development of its drug candidate, TOL2, which has the potential to revolutionise the treatment of myasthenia gravis. Flerie believes that Toleranzia and its development project would have better prospects for success in an unlisted environment. This approach allows us to attract specialist investors who typically do not invest in the public market, while current shareholders in Toleranzia retain a liquid share in Flerie,” says Ted Fjällman, CEO of Flerie.

Board of Directors and senior executives

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.

Following the completion of the merger, Toleranzia’s operations will be assigned to New Toleranzia, a new subsidiary to Flerie’s wholly owned subsidiary, Flerie Invest AB.

Apart from the above, there are currently no decisions on significant changes to Flerie’s nor Toleranzia’s employees or to their current organisation and operations, including the terms of employment and the locations where the companies conduct their operations.

”Flerie, in its role as an active majority owner, has already significantly contributed to Toleranzia’s positive development. We are approaching our first clinical trial in patients, and with the right financial conditions, there is great potential to create substantial value in the coming years. Thanks to Flerie’s extensive investor network, a merger could open up more opportunities for long-term financing of the company on attractive terms. The proposed merger would strengthen the prospects for Toleranzia’s pharmaceutical projects while allowing our shareholders to benefit from the value growth in Flerie’s diverse investment portfolio,” says Charlotte Fribert, CEO of Toleranzia.