Pörssitiedote

Learning 2 Sleep Signs Agreement to Acquire YouGo Healthplan AB – Strengthens Customer Offering with Analytical Tools

Learning 2 Sleep has signed a term sheet with the intention of acquiring all shares in YouGo Healthplan Sweden AB, a company that provides a digital analytical tool for assessing employees' health. The acquisition aligns with Learning 2 Sleep's strategy to become a leading player in digital health services. The companies complement each other well, and the acquisition creates a platform for increased growth, higher profitability, and opportunities to realize operational and financial synergies in their operations.

Learning 2 Sleep L2S AB ("Learning 2 Sleep") has today signed a Term Sheet with the main owners of YouGo Healthplan Sweden AB (YouGo) regarding the acquisition of all shares in the company. YouGo is a company that offers a digital platform to promote employee health through assessment, coaching, and learning. The company's customers are businesses, organizations, and the public sector that recognize the importance of continuously measuring the overall health of the organization and providing specific feedback to individual employees.
The purchase price amounts to a maximum of approximately 6 million Swedish kronor and will be paid through newly issued shares in Learning 2 Sleep in two parts ("Consideration Shares").

a) An initial payment of two (2) million kronor upon the signing of the Transfer Agreement, to be made by issuing a promissory note offset against newly issued shares in Learning 2 Sleep at a volume-weighted average price over the 30 trading days preceding the signing of the transfer agreement.

b) A second variable payment based on performance goals, which can amount to a maximum of four (4) million kronor and will be made by issuing a promissory note offset against newly issued shares in Learning 2 Sleep at a volume-weighted average price over the 30 trading days preceding the publication of the Company's Q2 report.

No additional payment will be paid. The completion of the transaction is conditional on (i) necessary decisions being made by the board/general meeting of Learning 2 Sleep, (ii) no uncertainties arising during the due diligence process, (iii) certain fundamental warranties provided in the share transfer agreement being true, accurate, and not misleading at the time of the transaction, and (iv) obtaining the necessary financing for the companies. After the completion of the transaction, the ownership group behind YouGo will own a maximum of 13 percent of the shares and votes in Learning 2 Sleep. The management of YouGo is expected to join the transferred business and continue to work on both YouGo's product offering and the overall offering in the merged operation.

Micael Gustafsson, CEO of Learning 2 Sleep, commented:
"During the summer, we began the work of building a leading player in the field of health, so it is very gratifying that we can now continue with another building block. With the help of YouGo's digital platform, we will be able to offer businesses and organizations a comprehensive overview of how their employees are doing and the effects on the organization and profitability. It will serve as a gateway to the other services within our group, where we already see that both sleep and stress have a significant impact on employees and organizations. It will be a fantastic way for us to approach the B2B market and continue to develop our market-leading products in both sleep and stress. We are, of course, also very happy to welcome the YouGo employees into our family; there is a strong sales focus in the organization that we will greatly benefit from."

About Us

Learning to Sleep is a digital care provider specializing in the treatment of chronic sleep disorders. The treatment is a combination of a structured treatment program in a mobile application and weekly digital meetings with a psychologist. The company's treatment is based on the latest research in the field and is very successful - over 90 percent of the patients treated receive improved sleep. Sweden is the company's main market and the treatment is reimbuserd by public health care.
For more information see www.learningtosleep.co.uk
The company's Certified Adviser is Eminova Fondkomission AB | +468 684 211 10 | adviser@eminova.se

Statements about the future

This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should" "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Nasdaq First North Growth Markets' regulations for issuers.