Probi's Board comments on Symrise's public takeover offer

On this day 20 November 2024, Probi AB's ("Probi") principal shareholder and parent company Symrise AG ("Symrise") has announced that Symrise is making a public takeover offer to the shareholders of Probi for SEK 350 per Probi share (the "Offer"). The acceptance period for the Offer is expected to commence on 18 December 2024 and end on or about 15 January 2025. For further information, please refer to Symrise's press release, www.symrise.com/de/probi.

Symrise has been a shareholder in Probi since August 2012, and the majority owner since 2015, currently owning approximately 69.7 per cent of the outstanding capital and votes in Probi, according to its press release. As further set forth in its press release, Probi's largest shareholders after Symrise, Fjärde AP-fonden and Moneta Asset Management, respectively, representing in aggregate approximately 17.7 per cent of the outstanding capital and votes in Probi, have irrevocably undertaken to accept the Offer, subject to certain conditions.

In order to address matters relating to the Offer, the Board has instructed the independent members of the Board to form an independent bid committee, consisting of Charlotte Hansson, Malin Ruijsenaars and Stephanie Blum Sperisen. Due to their employment and recent employment, respectively, with the Symrise group, the chairperson of the Board of Probi, Jean-Yves Parisot, and the Board member Jörn Andreas may have conflicting interests and are hence not part of the independent bid committee and will not participate in the handling of or decisions on matters related to the Offer.

The independent bid committee will now evaluate the Offer and will in the course hereof obtain a fairness opinion. It is the ambition of the bid committee that a statement on the board's position on the Offer will be provided before Symrise will publish its Offer document, as per the time plan communicated by Symrise.

The independent bid committee has retained Carnegie Investment Bank AB (publ) as its financial adviser and Grant Thornton Sweden AB to render the fairness opinion and Mannheimer Swartling Advokatbyrå as its legal adviser.

For further information, please contact:

Charlotte Hansson, Chairperson of the independent bid committee, Telephone: +46 (0)730 612 025, charlotte.hansson@scandinavianinsight.se

Anita Johansen, CEO, Probi, Telephone: +46 (0)72 399 48 21, anita.johansen@probi.com