IGEA and RBCARE2023 signed to combine their businesses


Hoofddorp, the Netherlands, 2 October 2023. IGEA Pharma N.V. (SIX: IGPH) announced the signing of a letter of intent, binding upon the parties in terms, with RBCARE2023 LTD (“RBCARE”), a private limited company established beginning of 2023 to develop the elderly care business in residential and nursing settings in the United Kingdom, to combine the two companies’ businesses. Closing is subject to customary conditions for a transaction of this type (as defined below), including IGEA remaining a SIX listed entity. The business combination will be achieved by the RBCARE shareholders contributing in-kind their shares against subscription of newly issued shares in a dedicated share capital increase of IGEA.

The key element of the combination is the significant value improvement for their businesses, stockholders and stakeholders expected by both parties. Based on plans, RBCARE expects to achieve revenues of EUR 110 million with an EBITDA of EUR 12 million over the next 12 months, managing directly and in its network about 2,400 care beds.

Pierpaolo Cerani, CEO and director of IGEA “With this combination, we expect to finally grantcontinuationtoIGEAandtosubstantiallycontributetothevalueimprovementforourshareholders.

Subject to satisfaction with the closing conditions, the business combination is expected to close on or before 30 June 2024.

Details of the business combination

Form and post-closing ownership allocation

Under the agreed terms of the letter of intent, shareholders of RBCARE will contribute in-kind their shares into IGEA by subscribing newly issued shares in a dedicated share capital increase of IGEA, the number of the newly issued shares in IGEA to be subscribed by the RBCARE shareholders to be determined based on an independent valuation of RBCARE.

Conditions to closing

The Closing is subject to (i) the absence of any deal-breaker or other material adverse event for either parties, including, but not limited to, IGEA remaining a SIX listed entity; and (ii) the satisfaction of customary conditions for a transaction of this type, including, among others, the approval by the parties’ respective general meetings as well as the newly issued shares of IGEA in connection with the transaction having been approved for listing on SIX.

About IGEA

IGEA Pharma N.V. operates on preventative health-tech products and devices, commercializing an Alzheimer’s prevention set (which includes ’Alz1’, an at-home lab test kit to measure non-bound copper in the blood and a natural dietary supplement branded ‘Alz1 Tab’ designed to reduce blood heavy metals content) and expects to integrate the non-bound copper detection-based pipeline with a diabetes type II prevention set in the next future.

IGEA is listed on the SIX Swiss Exchange (ticker IGPH) and is headquartered in Hoofddorp, the Netherlands. Find out more at www.4healthy.nl


Pierpaolo Cerani, CEO, cerani@4healthy.nl


This document does neither constitute an offer to buy or to subscribe for securities of IGEA nor a prospectus within the meaning of applicable Swiss laws and regulations or the SIX Swiss Exchange Listing Rules. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of IGEA solely based on the official prospectus (the “Prospectus”) to be published by IGEA in due course. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

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