The Finnish Financial Supervisory Authority has granted Stephen Industries Inc Oy and Kustaa Poutiainen a permanent exemption from the obligation to launch a mandatory public takeover bid
PR Newswire
HELSINKI, March 26, 2026
The Finnish Financial Supervisory Authority has granted Stephen Industries Inc Oy and Kustaa Poutiainen a permanent exemption from the obligation to launch a mandatory public takeover bid
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
HELSINKI, March 26, 2026 /PRNewswire/ -- Bioretec Ltd ("Bioretec" or the "Company") has announced on 10 March 2026 that it is planning a rights issue based on the shareholders' pre-emptive subscription right (the "Offering").
Bioretec has previously announced that it has, subject to certain conditions, received an advance commitment from Stephen Industries Inc Oy to subscribe for new shares in the Offering on the basis of all subscription rights to be recorded to it (the "Subscription Commitment"). In addition, Stephen Industries Inc Oy has, subject to certain conditions, provided an underwriting commitment for the Offering, pursuant to which Stephen Industries Inc Oy will subscribe for any and all new shares not otherwise subscribed and paid for pursuant to the subscription rights or in the secondary subscription for an aggregate amount of up to EUR 5 million, which amount shall include Stephen Industries Inc Oy's aggregate subscriptions under the Subscription Commitment and any and all new shares subscribed by it in the primary and secondary subscription (the "Underwriting Commitment"). Stephen Industries Inc Oy is a company controlled by the Chair of the Board of Directors of the Company, Kustaa Poutiainen. No fee will be paid to Stephen Industries Inc Oy for the Subscription Commitment. The Company will pay Stephen Industries Inc Oy a fee of approximately 7.5 per cent for the Underwriting Commitment. The fee will be based on the full aggregated amount of the Underwriting Commitment and it will be due and payable in the form of the Company's shares in connection with the completion of the Offering, provided that the Offering will be completed.
The Subscription Commitment and the Underwriting Commitment given by Stephen Industries Inc Oy in respect of the Offering have been conditional upon the Finnish Financial Supervisory Authority granting an exemption to the obligation to launch a mandatory public takeover bid according to Chapter 11, Section 26 of the Finnish Securities Markets Act (746/2012, as amended) and upon certain customary conditions. In addition, the Subscription Commitment and the Underwriting Commitment are conditional upon no change, event, occurrence, circumstance or development having occurred between the date of the Subscription Commitment and the Underwriting Commitment and the settlement and delivery date of the Offering that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, assets, liabilities or prospects of Bioretec and its subsidiaries, taken as a whole.
Bioretec has today been informed by Stephen Industries Inc Oy and Kustaa Poutiainen that they have applied for, and the Finnish Financial Supervisory Authority has today on 26 March 2026 decided to grant a permanent exemption from the obligation to launch a mandatory public takeover bid, even if the voting percentage in the Company of Stephen Industries Inc Oy, and indirectly Kustaa Poutiainen, were to exceed the 30 or the 50 per cent threshold for the obligation to launch a mandatory public takeover bid as a result of the Subscription Commitment and the Underwriting Commitment. The threshold could be exceeded if Stephen Industries Inc Oy subscribes for Bioretec's shares in the Offering pursuant to the Subscription Commitment, the Underwriting Commitment, and the Underwriting Commitment fee, depending on whether other shareholders or investors subscribe for all the remaining shares offered in the Offering or not.
The exemption is conditional on that Stephen Industries Inc Oy, Kustaa Poutiainen or persons acting in concert with them do not acquire or subscribe for additional shares in Bioretec or otherwise increase their voting rights in Bioretec after the threshold for launching a mandatory public takeover bid has been exceeded.
The exemption is additionally conditional on that the arrangement is supported at Extraordinary General Meeting of the Company to be held on 27 March 2026 by shareholders that are independent of the arrangement representing at least two thirds of the votes cast.
Bioretec Ltd
Further enquiries
Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736
Tuukka Paavola, CFO, +358 50 386 0013
Certified adviser
Nordic Certified Adviser AB, +46 70 551 67 29
Information about Bioretec
Bioretec is a globally operating Finnish medical device pioneer at the forefront of transforming orthopedic care with fully biodegradable implant technologies. The company has built unique competencies in the biological interface of active implants to enhance bone growth and accelerate fracture healing after orthopedic surgery. The products developed and manufactured by Bioretec are used worldwide in approximately 40 countries.
The company's latest innovation, the RemeOs™ product line, is based on a high-performance magnesium alloy and hybrid composite, introducing a new generation of strong absorbable materials for enhanced surgical outcomes. The RemeOs implants are absorbed and replaced by bone, which eliminates the need for removal surgery while facilitating fracture healing. The first RemeOs product market authorization was received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025.
Bioretec's Activa product line features fully bioabsorbable orthopedic implants made from a proprietary, self-reinforced PLGA both CE marked and FDA cleared for a wide range of indications in adult and pediatric patients.
Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.
To learn more about Bioretec, visit www.bioretec.com
IMPORTANT INFORMATION
The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities of Bioretec Ltd (the "Company") be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to offer securities to the public in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into Australia, Canada, The Hong Kong Special Administrative Region of the People's Republic of China, Japan, New Zealand, Singapore, South Africa or the United States or any other jurisdiction in which publication or distribution would be unlawful (the "Restricted Countries"). Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation"), has not been approved by any competent authority and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. This release neither describes nor purports to describe risks (direct or indirect) that may be associated with an investment in the Company's securities. In connection with the offering, the Company will prepare an exemption document in accordance with Article 1(4) (db) of the Prospectus Regulation. The exemption document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The exemption document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Finnish Financial Supervisory Authority.
The Company has not authorised any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in the Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.
This communication is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the offering, including the merits and risks involved.
DNB Carnegie Investment Bank AB, Finland Branch (the "Sole Global Coordinator") is acting exclusively for the Company and no one else in connection with the offering. The Sole Global Coordinator will not regard any other person as its respective client in relation to the offering. The Sole Global Coordinator will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the offering or any transaction or arrangement referred to herein.
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