Karo Pharma acquires Sylphar International NV for 290 million euros and intends to carry out a capital increase of approximately 200-250 million euros

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HUDDINGE, Sweden, 23 November 2021 / PRNewswire / – Karo Pharma Aktiebolag (publ) (the “Company” or “Karo”) today entered into an agreement to acquire all of the shares of Sylphar International NV (“Sylphar”) and, directly and indirectly, all of the the shares of Pro Teeth Whitening Co Limited (“Pro Teeth Whitening”), Nutravita Limited (“Nutravita”) and Alpha Foods BV (“Alpha Foods”, together the “Sylphar Group”) of Vendis Capital and Robin List, founder of Sylphar, for 290 million euros (the transaction “). The transaction is expected to positively contribute to Karo’s market position and further enhance Karo’s strong platform for continued growth, particularly in the digital market.

Sylphar Group in brief

Sylphar is a Belgium Fast growing, digitally driven platform with a proven ability to grow and internationalize brands in the consumer health and beauty markets. Sylphar offers a portfolio of leading brands in these markets mainly sold through online marketplaces, online stores and e-pharmacies. Sylphar generated sales of approximately 64 million euros, October 2020 To September 2021[1]. Sylphar brands are distributed in over 50 countries around the world with the support of local distribution partners and / or through online platforms. The company’s main markets include the UK, Germany, Italy, Spain and France.

The three biggest brands in the portfolio are Nutravita, Alpha Foods and Remescar. Nutravita is a leading innovative and best-selling digital brand in the VMS category with significant success on Amazon offering a range of products to optimize everyday health and well-being. Alpha Foods is a beloved and fast growing brand in the VMS category that has been able to develop strong brand awareness and brand awareness through its high quality vegan lifestyle and superfood products fueled by differentiated capabilities in digital marketing. Remescar is a skincare brand that offers corrective and instantly visible skincare solutions. With its unique technology, clinically proven claims and effective ingredients, Remescar has successfully transformed into a multi-channel brand with a strong digital footprint in recent years.

“Sylphar is very complementary to Karo and fits perfectly with our strategy and our vision. The acquisition brings fast-growing consumer-focused brands and a leading team excelling in e-commerce and digital marketing. We are impressed with Sylphar’s development, its market positions and its strong leadership. The combination is a real win-win where we will jointly benefit from the strengths of the respective companies ”, states Christoffer Lorenzen, CEO of Karo.

“We look forward to joining forces with Karo and see this as a unique opportunity to further develop our brands, our people and our business as part of the Karo organization. The two companies are highly compatible and our team is happy to contribute to the development of Karo. continued growth and expansion history, ”says Robin List, CEO of Sylphar.

The Transaction in brief

Karo will acquire the Sylphar Group for 290 million euros in cash and debt-free (Enterprise Value), and a minor additional payment amounting to 10 million euros may be paid if certain conditions are met in relation to the future growth objectives of the Sylphar Group. The Transaction is expected to be completed during January 2022. The acquisition will be financed through additional credit facilities, including a twelve (12) month bridge credit facility, which will be provided by certain of Karo’s existing bank lenders.

The intention is, after the completion of the transaction, to repay the bridge credit facility with the proceeds of a new issue of shares in the amount of approximately 200 euros250m with preferential rights for existing shareholders of Karo (the “Capital Increase”). Karo’s Board of Directors intends to deliberate on the Capital Increase by authorization power of the Karo 2021 Annual General Meeting. The Capital Increase, the terms of which will be announced later, is expected to be completed. during the first half of 2022. The Transaction is subject to the usual approvals from the competition authorities.

Karo’s largest shareholder, Karo Intressenter AB, owning shares representing approximately 79.85% of the outstanding shares and votes in Karo[2], expressed support for the Transaction. Karo Intressenter AB will also undertake to subscribe its share of the Capital Increase and will guarantee the subscription for the remaining part of the Capital Increase.

Karo believes that the Transaction brings synergy potential for the Company, mainly in the form of commercial synergies. The transaction further enables Karo to create a rapidly growing pan-European consumer healthcare company with distinct category and brand positions. The transaction will add strong assets to the Company as well as capabilities and expertise within

e-commerce and digital transformation.

For more information, please contact:

Christoffer Lorenzen, CEO, +46 735 017 620, [email protected]

Carl Lindgren, VP Business Development, +46 760 026 022, [email protected]

This information is such that Karo Pharma Aktiebolag (publ) is obliged to make it public in accordance with the EU Market Abuse Regulation. The information has been submitted for publication, through the contact persons indicated above, on 23 November 2021 To 00:20 CET.

About Karo Pharma

Karo Pharma offers smart choices for everyday healthcare. We own and market original branded over-the-counter products and prescription drugs. Our products are available in more than 60 countries, with Europe and the Nordic region as our main markets. Karo Pharma is headquartered in Stockholm, Sweden and listed on the Nasdaq Stockholm Mid Cap.

About the Sylphar Group

Sylphar is a Belgiumbased company that develops and markets OTC products worldwide, focusing on bringing innovative and user-friendly products to the global market. Within its portfolio, Sylphar has four main brands in the VMS and beauty categories: Nutravita, Alpha Foods, Remescar and iWhite.

About Vendis Capital

Founded in 2009, Vendis Capital is an independent private equity company specializing in the consumer goods sector in Europe. In partnership with experienced entrepreneurs and managers, Vendis aims to invest in consumer SMEs in order to help them realize their potential for growth and value creation. Vendis invests in Belgium, Denmark, Sweden, France, the Netherlands, and Germany. For more information visit www.vendiscapital.com.

[1] Information on sales is preliminary.

[2] 79.85% based on the total number of shares and votes in Karo. The number of Karo shares outstanding amounts to 225,033,204 shares.

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