• observe medical will develop and commercialize exclusive and innovative medtech products to the global market
  • International network of distributors and partners with a Nordic direct sales organization
  • The agreement is expected to accelerate the global commercial deployment of the combined portfolio, including the US market launch of Sippi® and Biim’s entry into Europe

Oslo, January 14, 2022Observe Medical ASA (OSE: OBSRV) (“Observe Medical” or the “Company”), a Nordic-based medical technology company focused on the development and commercialization of proprietary and innovative medical technology products to the global market through the through organic growth and targeted mergers and acquisitions, and the shareholders of Biim Ultrasound AS (“Biim Ultrasound“), an international medical ultrasound technology company, today announced a definitive agreement whereby observe medical will acquire 100% of the shares of Biim Ultrasound. The transaction, which values Biim Ultrasound around NOK 185 million (€18.5 million), will be settled in cash and shares.

The agreement further strengthens platform-37545027/xmltag.org”>observe medical‘s as a Nordic-based medtech platform with global reach. The Company will continue to focus on improving patient well-being and outcomes, promoting a positive healthcare economy and improving the accuracy of clinical data.

Biim Ultrasound has developed a unique, wireless, handheld ultrasound probe, Biim, that can scan patients and review images in seconds. Biim’s goal is to improve healthcare workforce decision-making and improve patient outcomes. Biim’s technology is patented and the device has received 510(k) clearance from the US Food and Drug Administration (FDA) in 2018. Biim is approved for ultrasound imaging of the human body and is specifically used to guide needle and catheter insertions for dialysis and vascular access procedures. Work is underway to explore other areas of use, not limited to the use of abdominal and cardiac probes.

A partnership agreement with Fresenius Kidney Care, the leading provider of kidney care services in the United States, is already in place whereby Biim is intended for use at all Fresenius dialysis centers in the United States.

Biim Ultrasound’s US network is also expected to accelerate the pace of global commercial deployment of Sippi®, observe medicalthe proprietary automated digital urine reader with biofilm monitoring and wireless connectivity, accelerating current deployment in Europe and drive earlier entry into the US market. As previously communicated during the third quarter 2021 report, observe medical strengthened US patent protection for Sippi® and clarified the regulatory path in the United States.

CEO of observe medical, Bjorn Larsson, commented : “The acquisition of Biim is a game-changer for observe medical. We are a Nordic-based medical technology company with a global reach, and by joining forces with Biim Ultrasound, we are strengthening the product portfolio and expanding our distribution network globally. The objective is to significantly accelerate the commercial deployment of Sippi® both Europe and the United States. In parallel, observe medicalwill be used to launch Biim in the European market. As a result, we have a further strengthened and solid growth platform, supported by organic growth and targeted mergers and acquisitions, which enables us to bring proprietary and innovative medtech products to market globally.”

Nistad Rune, CEO of Biim Ultrasound, commented : “I’m proud of the work we’ve done at Biim Ultrasound so far, and observe medical sees the market need for Biim and its potential in the dialysis and vascular access segments and beyond. We have a shared vision to use innovative technologies to improve patient outcomes and promote a beneficial health economy. Together and as a result of the transaction, we will benefit from significant synergies and continued business growth. I’m convinced that observe medical is the right partner to ensure that our innovative technology reaches hospitals and medical facilities around the world.”

The Company and Biim Ultrasound had combined pro forma revenues of NOK 25 million in 2020 and have offices in Norway, Sweden, Finland and the United States. Although no assurances can be given, the long-term ambition is to sell NOK 500 million per year for Sippi®, NOK 500 million per year for Biim and NOK 100 million per year for the Nordic portfolio.

Transaction values Biim Ultrasound around NOK 185 million (about. €18.5 million), representing an enterprise value of approximately NOK 209 million (about. €20.9 million), financed by a combination of 8,171,913 consideration shares to be issued by the Company at a price of NOK16.52 per share, and cash settlement of NOK 50 million.

The transaction is subject to the approval of the extraordinary general meeting of the Company to be held on February 4, 2022 of a rights issue and an authorization to the board of directors of the Company to issue the consideration shares as well as certain other customary conditions. The deal is expected to be finalized in March 2022.

The board of directors of observe medical has decided to propose to the Company to carry out a capital increase by means of a fully guaranteed capital increase, with a view to raising gross proceeds of NOK 180 million (the “Rights Offering”), cf. the separate stock market announcement published by the Company on this day, January 14, 2022, regarding the proposed capital increase. The proceeds of the Capital Increase will be used in part to finance the cash portion of the acquisition price of Biim Ultrasound. Additionally, proceeds will be used for go-to-market and growth initiatives for Sippi® and Biim, repayment of current interest-bearing debt and general corporate purposes.

Carnegie AS and DNB Markets, a part of DNB Bank ASA, have been engaged as managers for the Rights Offering (the “Managers”). Advokatfirmaet Thommessen AS acts as legal counsel to the Company in connection with the acquisition and issuance of rights. Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers in connection with the Capital Increase.

A presentation outlining the agreement between observe medical and Biim Ultrasound is attached to this ad.

This information is considered inside information pursuant to Article 7 of the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act . This stock Exchange ad was posted by Per Arne Nygård on January 14, 2022 at 07:00 CET on behalf of the company.

Ends

For more information, please contact:

Bjorn Larsson, CEO of observe medical,

Mobile: +46 76 620 17 25

Email: [email protected]

Per Arne Nygård, CFO of observe medical,

Mobile: +47 411 04 345

Email: [email protected]

On observe medical

observe medical develops, markets and sells innovative hospital products that contribute to increased patient safety and a more efficient healthcare system. The Company’s ambition is to drive growth by leveraging its expertise in selling and marketing its broad portfolio of medical technology products, primarily in the areas of urine measurement, anesthesiology/ intensive care units and wound care, in combination with targeted mergers and acquisitions. The Company has its registered office at Oslo, Norway and its operations are based on Gothenburg, Sweden. observe medical has a direct sales organization in the Nordic countries and a network of distributors internationally. observe medical‘s product, Sippi®, is the only automated digital urine meter with the ability to transfer data wirelessly to hospital patient data management systems and prevents bacterial migration that can lead to UTIs ( SippCoat®). Sippi® is CE marked and is currently being rolled out focusing on selected markets and hospitals in Europe.

On Biim Ultrasound

Biim Ultrasound has its headquarters at Norway with subsidiaries in Finland and the United States. The company’s vision is to develop high-quality, affordable point-of-care ultrasound imaging that is accessible to a wide range of qualified healthcare professionals. The Company is committed to improving patient care and reducing healthcare costs by enabling faster and easier diagnostic ultrasound imaging. The company’s device, Biim, is a wearable, wireless, app-based ultrasound machine that puts the power of fast, flexible, wireless ultrasound in your hands – and in your pocket. With the ability to scan patients and review images in seconds, it offers a convenient and affordable way to improve decision-making and help improve patient outcomes. Gone are the days of looking for bulky traditional ultrasound devices. Biim lets you start scanning and viewing images on a connected smart device in seconds, right at the bedside.

https://news.cision.com/observe-medical-asa/r/observe-medical-acquires-biim-ultrasound-to-strengthen-its-global-medtech-platform,c3486002

https://mb.cision.com/Main/19175/3486002/1520310.pdf

https://mb.cision.com/Public/19175/3486002/88601099a7c825bf.pdf

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