Amplex publishes the offer document for the public cash offer to the shareholders and warrantholders of ADDvise Group AB (publ)

Amplex AB has published the offer document for a public cash offer to acquire all shares and warrants in ADDvise Group AB; the document is available in Swedish and English on the offer website and Nordea’s site, with Nordea acting as financial advisor and Linklaters as legal advisor. The formal acceptance period opens 11 December 2025 and runs through 23 January 2026, with settlement expected around 30 January 2026 if the offer is declared unconditional in late January; Amplex reserves rights to shorten, extend or postpone these dates. The offer is tightly restricted across multiple jurisdictions, U.S. holders are being treated under Swedish disclosure procedures including a Tier I exemption, and the release warns of tax and enforcement differences for non‑Swedish investors. Amplex also notes it may, where legally permissible, buy ADDvise securities outside the offer (on‑ or off‑market), a practice that could influence market liquidity and pricing during the bid.

Analysis

Amplex AB published the offer document on 10 December 2025 for a public cash offer to acquire all shares and warrants in ADDvise Group AB; the acceptance period runs from 11 December 2025 until 23 January 2026 at 18:00 CET, and pre-printed acceptance forms will be sent to shareholders and warrantholders directly registered with Euroclear Sweden AB. The document is available in Swedish and English on the Offer website and Nordea’s site, and settlement is expected to commence on or around 30 January 2026 assuming the Offer is declared unconditional not later than 27 January 2025, an apparent date inconsistency with the 2026 timetable that investors should note. Amplex reserves rights to shorten, extend or postpone the acceptance and settlement dates.

Nordea Bank Abp, filial i Sverige is engaged as financial advisor and Linklaters Advokatbyrå as legal advisor, and Amplex imposes extensive jurisdictional restrictions preventing distribution or acceptance from holders in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa and Switzerland. U.S. holders are informed the Offer is made under Swedish disclosure procedures and pursuant to Section 14(e) with the Rule 14d-1(c) Tier I exemption; ADDvise is not listed in the U.S. nor subject to SEC periodic reporting, and the release highlights tax and enforcement limitations for non‑Swedish investors. The Offer documentation explicitly prohibits cross‑border solicitations where additional filings would be required.

Amplex may, to the extent permissible, purchase ADDvise shares or warrants outside the Offer on‑ or off‑market, which could affect market liquidity and pricing during the bid and will be disclosed as required by Swedish law. The combination of tight cross‑border restrictions, potential off‑market purchases and Amplex’s operational rights to alter the timetable increases execution and legal risk around acceptance and settlement outcomes. Investors should therefore prioritise confirmation of the cash consideration, any offer conditions or acceptance thresholds and monitor announcements of parallel purchases or timetable changes.

Key Decisions for Investors

• Obtain and review the full offer document immediately to confirm the cash consideration, conditions for the offer to become unconditional and any minimum acceptance thresholds before deciding whether to tender
• Verify registration status with Euroclear versus nominee-held positions and follow nominee instructions where applicable while acting within the acceptance window (11 December 2025–23 January 2026) and watching for Amplex's right to shorten or extend the period
• Monitor disclosures for any off‑market purchases by Amplex or its brokers and, if you are a U.S. or other non‑Swedish holder, consult tax and legal counsel regarding cross‑border enforcement and tax implications