Unilabs states upsized tap-senior notes & term loan offerings' pricing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

Geneva, October 6th, 2017: Unilabs SubHolding AB (publ) today announced that it has priced its offering of €155 million aggregate principal amount of its existing 5.75% senior notes due 2025 (the “Notes”). The principal amount has been upsized from the €130 million initially sought. The offering is expected to close on 16 October 2017.

Furthermore, Unilabs Diagnostics AB today announced that it has upsized its €140 million term loan syndication, originally launched on September 29, 2017, by an additional €50 million of term loan facilities. Definitive documentation with respect to this upsize is expected to be executed on or about October 9, 2017.

The proceeds from the offering of the notes and the borrowings under the term loan facilities will be used to (i) finance, in part, the amounts payable in connection with the previously announced acquisitions of Base Holding, CGC, Blufstein, Scientific Clinical Laboratories and other recently acquired companies, (ii) pay certain fees and expenses in connection with the foregoing and (iii) fund cash to the balance sheet for general corporate purposes, including potential future acquisitions.

Cautionary Statement

The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The Notes to be offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2003/71/EC of the Parliament and Council of 4 November 2003 as implemented by the Member States of the European Economic Area, as amended from time to time (the “Prospectus Directive”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.

In connection with the issuance of the Notes, one of the initial purchasers (or persons acting on their behalf) will serve as stabilizing manager and may over-allot the Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or persons acting on behalf of the stabilizing manager) will undertake stabilization actions. Any stabilization action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the Notes and 60 calendar days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.

Forward-Looking Statements

This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Unilabs group or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Unilabs group or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Unilabs group or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Unilabs group or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

About Unilabs

With 217 clinical laboratories and 88 imaging centers and a broad catalogue of more than 2,500 diagnostic tests, Unilabs is a leading European provider of clinical laboratory testing and medical diagnostic imaging services. Headquartered in Geneva, Switzerland, the Unilabs group serves private and public healthcare providers, local governments, pharmaceutical companies and the general public. The company employs more than 7,000 people worldwide and successfully operates laboratory and medical diagnostic imaging facilities in 14 countries.

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