Integrum provides update on OsteoCentric’s public offer
On September 16, OsteoCentric announced that approximately 69.4 percent of the shares in Integrum had been tendered and that the offer will not be completed as the 90 percent acceptance condition was not satisfied.
Integrum initially disagreed with their conclusion that the acceptance condition was not satisfied and wished to further clarify its position on this matter, it stated in a press release September 16.
Incorrect information regarding VP account numbers
However, the company has now announced that the two acceptance forms submitted by Integrum’s founder and largest shareholder, Rickard Brånemark, to Avanza on September 9, 2025, contained incorrect information regarding VP account numbers, meaning that the acceptance form was not complete as previously stated, also meaning it was not possible to register the acceptances. It has also therefore been established that there was not technical issue that caused the missed acceptance, states Integrum.
The error arose because the VP account numbers stated corresponded to a company that previously held Brånemark’s shares in Integrum. An investigation shows that this former company was merged into Rickard Brånemark’s current holding company, Pericardium, in 2017. Through the merger, assets and liabilities, including the Integrum shares, were transferred to the new holding company. The former company ceased to exist as a result of the merger. Information about the relevant VP accounts has not been visible to Brånemark via his deposit account at his bank.
In the Euroclear Sweden (VPC) system, one of the referenced VP accounts is blocked, with a small number of shares remaining on that account, and the other account has been closed. At some point after 2017, the shares that, following the merger, were owned by Pericardium were moved to a new VP account in that company’s name.
Following the submission of the acceptance forms, representatives from Avanza and Brånemark’s contact person at his bank were in contact to enable Avanza, as receiving agent, to gather and block (Sw. apportreservering) Pericardium’s shareholding in accordance with the acceptance form instructions.
On 12 September 2025, the contact person at Brånemark’s bank informed Avanza that the bank would investigate the matter further regarding the release of the shares from the VP accounts. Brånemark was copied to that email from the contact person. On 15 September 2025 the contact person informed Avanza that Brånemark would need to contact Euroclear to investigate why the shares could not be transferred. This information was not communicated by the contact person to Brånemark, according to Integrum.
Board statement
The Board of Directors considers the situation deeply regrettable, it states. In the Board’s view, more could have been done to satisfy the acceptance condition. However, the offeror chose to close the offer and not to facilitate a correction of the acceptance forms by Brånemark. Questions as to the reasons for this should be addressed to the offeror.
“Integrum has decided not to proceed with any further review of whether the acceptance condition was met by requesting a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden), following discussions with our legal advisors,” states the Board.
Published: September 18, 2025
