With respect to financial forecasts and other forward-looking information presented to Nordea by the Executive Management of Karo Pharma, Nordea has assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgements of the Executive Management of Karo Pharma as to the future financial and other performance of the Company without Nordea performing any independent assessment. This opinion is based on market conditions, economic, financial and other circumstances and the information obtained by or provided to Nordea up to and including the date of this opinion. Events or circumstances occurring or becoming known after the date of this opinion may render this opinion obsolete. Nordea assumes no obligation to update or revise this opinion to reflect such events or circumstances.
This opinion does not address the relative merits of the Offer as compared to any alternative business transactions available to Karo Pharma, or any other investment opportunities available to the shareholders of Karo Pharma. Furthermore, this opinion does not constitute a recommendation to any shareholder of Karo Pharma as to whether or not the Offer should be accepted.
Based on and subject to the foregoing, it is Nordea’s opinion that, as of the date of this opinion, the Consideration in the Offer is fair, from a financial point of view, for the shareholders of Karo Pharma.
Nordea will receive a fixed fee upon delivery of this opinion as well as cost reimbursement of certain expenses, including legal fees. No part of the fee to Nordea is contingent upon or related to the size of the Consideration, the acceptance level of the Offer or whether the Offer is completed or not. Karo Pharma has also agreed to indemnify Nordea against certain liabilities that may arise out of its engagement. Nordea has provided certain investment banking, commercial banking (including the extension of credit) and financial advisory services unrelated to the Offer to Karo Pharma, EQT and/or their respective affiliates and Nordea may in the future provide certain investment banking, commercial banking (including the extension of credit) and financial advisory services to Karo Pharma, EQT and/or their respective affiliates. Nordea has received, and may in the future receive, customary fees for such services. In addition, the Nordea group may in the ordinary course of its trading, brokerage and investment management activities, on its own behalf or on behalf of other parties, trade or take positions in securities directly or indirectly affected by the Offer.
This opinion is provided solely for the benefit of Karo Pharma in connection with the Offer in accordance with and subject to the limitations set out in the engagement letter between Karo Pharma and Nordea, and may not be used for any other purpose. This opinion is not addressed to, and may not be relied upon by, any third party including, without limitation, creditors and shareholders of Karo Pharma.
This opinion shall be governed by and construed in accordance with substantive Swedish law. Swedish courts exclusively shall settle any dispute, controversy or claim relating to this opinion.
This opinion has been translated into Swedish. In case of any inconsistency or ambiguity between the English language version and the Swedish language version, the English language version shall prevail.
NORDEA BANK ABP, FILIAL I SVERIGE
Corporate Finance
[1] A Swedish private limited liability company (Sw. privat aktiebolag) controlled by EQT VIII, registered with the Swedish Companies Registration Office (Sw. Bolagsverket) with corporate registration number 559160-9416.
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