ANI Pharmaceuticals offers SEK 11.25 per share for Egetis
ANI’s $676 million bridge facility is intended to fund the offer and refinance ANI term loans and certain Egetis debt.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
ANI Pharmaceuticals (ANIP) announced a recommended public cash offer for all outstanding shares of Egetis Therapeutics, its convertible loan and warrants, and entered into a 364-day senior bridge facility for borrowings of up to $676 million. The offer is SEK 11.25 per share, SEK 65,750,817 for the EUR 3 million principal amount of the convertible loan, and SEK 6.99 per warrant. Egetis’ board unanimously recommended acceptance; shareholders representing approximately 42.2% of outstanding shares gave undertakings to accept, subject to conditions.
Completion is conditional on tenders for at least 90% of Egetis shares on a fully diluted basis and required regulatory clearances; ANI may waive conditions. The acceptance period is expected to run from on or around November 20 through on or around December 18, 2026. Settlement is expected to begin on or around December 29, 2026, if the offer is declared unconditional by around December 21, 2026. Financing combines cash on hand and debt from JPMorgan Chase Bank; the facility may also refinance ANI’s existing term loans and certain Egetis debt. Initially unsecured, the facility would, if funded, be guaranteed by certain subsidiaries and secured by substantially all assets of ANI and certain subsidiaries, subject to customary exceptions.
Filing Explained
ANI may choose alternate-base-rate or term-SOFR loans under the signed bridge agreement: the initial annual margin is 1.75 or 2.75 percentage points, respectively, and any funded loans mature 364 days after initial funding.
8-K Event Classification
Key Figures
Key Terms
senior bridge facility financial
adjusted term SOFR rate financial
Minimum Tender Condition financial
Irrevocable Undertakings financial
compulsory redemption regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is ANI offering for Egetis shares, the convertible and warrants?
What conditions must be met for ANI to acquire Egetis?
Is ANI’s offer for Egetis subject to financing?
What interest margins apply to ANI’s bridge facility?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
On November 4, 2026, ANI Pharmaceuticals, Inc. (the “Company”) entered into a credit agreement (the “Credit Agreement”) relating to a 364-day senior bridge facility (the “Facility”), with the lenders named therein and JPMorgan Chase Bank, N.A, as administrative agent. The Facility provides for borrowings up to an aggregate principal amount of $676 million and matures 364 days after the initial day of funding, in each case, as further described in the Credit Agreement. The Credit Agreement was entered into in connection with the Company’s recommended public cash offer for all of the outstanding shares, the convertible loan 2023:1 (the “Convertible”) and the warrants 2023/2033:1 (the “Warrants”) issued by Egetis Therapeutics AB (publ), a public limited liability company organized under the laws of Sweden (“Egetis”), described below in Item 8.01.
The Credit Agreement will initially be unsecured and, upon funding thereunder (if any), will be guaranteed by certain subsidiaries of the Company and secured by substantially all assets of the Company and certain of its subsidiaries (in each case, subject to customary exceptions).
At the Company’s option, loans under the Facility accrue interest at a per annum rate equal to (i) the alternate base rate or (ii) the adjusted term SOFR rate for an interest period of one, three or six months, plus an applicable margin of initially 1.75% in the case of ABR loans and 2.75% in the case of adjusted term SOFR rate loans. In the event that loans are funded under the Credit Agreement, the applicable margin will increase in certain circumstances described in the Credit Agreement. The Facility will be used, directly or indirectly, to finance the Offer, to refinance the Company’s existing term loans under its existing credit agreement and to refinance certain existing indebtedness of Egetis.
The Credit Agreement contains certain events of default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; and acceleration or payment default of other material indebtedness.
If any events of default occur and are not cured within applicable grace periods or waived, any outstanding loans may be accelerated and the lenders’ commitments may be terminated. The occurrence of a bankruptcy and insolvency event of default will result in the automatic termination of commitments and acceleration of outstanding loans under the Credit Agreement.
Certain of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company, for which they received or will receive customary fees and expenses. The Company and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the lenders and their affiliates.
The description above is a summary and is qualified in its entirety by the Credit Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information required by Item 2.03 and included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events
Announcement of public offer to acquire outstanding shares of Egetis
On November 5, 2026, the Company issued press releases in Sweden and the U.S. announcing the Company’s intent to acquire Egetis pursuant to a recommended public cash offer for all of the outstanding shares, the Convertible and the Warrants issued by Egetis (the “Offer”). In the Offer, the Company is offering SEK 11.25 in cash for each share of Egetis, SEK 65,750,817 in cash for the EUR 3 million principal amount of the Convertible and SEK 6.99 in cash per Warrant (representing a total value of approximately SEK 5.6 billion or approximately $559.9 million, calculated utilizing a 30 trading day average USD to SEK exchange rate of 9.9471 as of November 3, 2026). The Board of Directors of Egetis has unanimously recommended that the shareholders of Egetis and the holder of the Convertible and the Warrants accept the Offer and Egetis shareholders representing an aggregate of approximately 42.2% of Egetis’ outstanding shares have provided irrevocable undertakings to accept the Offer, as described below.
The completion of the Offer is subject to certain customary closing conditions for an offer governed by the Swedish Takeover Rules, including holders of at least 90% of the outstanding Egetis shares (on a fully-diluted basis) tendering their shares into the Offer (the “Minimum Tender Condition”) and receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities and foreign direct investment authorities. The Company reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions are not satisfied or cannot be satisfied. Other than with regard to the Minimum Tender Condition, however, such withdrawal will only be permitted if the non-satisfaction of such condition is of material importance to the Company’s acquisition of the shares in Egetis. The Company also reserves the right to waive, in whole or in part, any of the conditions to the Offer, including, with respect to the Minimum Tender Condition, to complete the Offer at a lower level of acceptance.
In the event that the Company, in connection with the Offer or otherwise, becomes the owner of more than 90% of the outstanding shares in Egetis on a fully diluted basis, excluding 25,863,043 Class C shares held by Egetis, the Company intends to call for compulsory redemption in accordance with the Swedish Companies Act to acquire all outstanding shares in Egetis and promote a delisting of the shares in Egetis from Nasdaq Stockholm.
Irrevocable Undertakings to Accept the Offer
As described above, Egetis shareholders representing an aggregate of 42.2% of Egetis’ outstanding shares, have provided irrevocable undertakings to accept the Offer and, among other things, (i) not to sell, transfer, encumber, grant any option or other right over or otherwise deal with or dispose any of their respective Egetis shares, or any interest in any of the shares, except to the Company pursuant to the Offer, (ii) not to accept any other offer in respect of shares in Egetis, except in certain circumstances described in the undertakings, (iii) not to make any public offer for or purchase any securities in Egetis, (iv) not to take any action or make any statement which may be prejudicial to the success of the Offer, (v) not to solicit, encourage, initiate or otherwise actively facilitate any offer by a third party to acquire any or all of the Egetis shares, and (vi) not to enter into any agreement or arrangement to do any of (i) – (v). These undertakings are conditional upon no other party announcing a competing offer at a price that is more than 5% higher than the Offer, which the Company decides not to match (i.e., the Company does not offer a price that equals or exceeds the price in the competing offer) within ten (10) business days. The undertakings will terminate if the Offer is not declared unconditional on or before March 31, 2027 or the Offer is withdrawn or lapses.
The form of the irrevocable undertaking executed by certain Egetis shareholders is attached to this report as Exhibit 99.1.
The Company provided supplemental information regarding the Offer in connection with a presentation to analysts and investors in a conference call held on November 5, 2026. Copies of the Company’s press releases announcing the Offer, which provide additional details on the terms of the Offer, and the Egetis press release announcing its Board of Directors’ unanimous recommendation are filed herewith as Exhibits 99.2, 99.3, and 99.4.
No Offer or Solicitation
This document is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law.
Item 9.01 Exhibits
(d) Exhibits
| Exhibit No. |
Description |
| 10.1* | Credit Agreement, dated as of November 4, 2026, among ANI Pharmaceuticals, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions as lenders |
| 99.1 | Form of Irrevocable Undertaking |
| 99.2 | Press Release of ANI Pharmaceuticals, Inc., dated November 5, 2026 |
| 99.3 | Offer Announcement of ANI Pharmaceuticals, Inc., dated November 5, 2026 |
| 99.4 | Press Release of Egetis Therapeutics AB (publ), dated November 5, 2026 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
| * | Certain schedules and certain exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 5, 2026 | ANI PHARMACEUTICALS, INC. | |
| By: | /s/ Stephen P. Carey | |
| Name: | Stephen P. Carey | |
| Title: | Senior Vice President Finance and Chief Financial Officer | |
Exhibit 99.1
STRICTLY CONFIDENTIAL
To:
ANI Pharmaceuticals, Inc., corporate identity number 3379943, domiciled in Delaware, 104 Carnegie Center Drive, Suite 300, Princeton, New Jersey 08540 USA (the “Offeror”)
Re: Irrevocable undertaking in relation to the public offer for Egetis Therapeutics AB (publ)
| 1. | BACKGROUND |
| 1.1 | The Offeror is considering making a voluntary public offer to acquire all outstanding shares in, and convertibles and warrants issued by, Egetis Therapeutics AB (publ), corporate identity number 556706-6724 (the “Company”), at an offer price of SEK 11.25 in cash per share and SEK 65,750,817 in cash for the convertible and SEK 6.99 in cash per warrant, and otherwise substantially in accordance with the principal terms and conditions set out in Appendix 1 (the “Offer”). |
| 1.2 | [***], corporate identity number [***], (the “Shareholder”) is the legal and beneficial holder and owner of in total [***] shares in the Company (the “Shares”) and has, in order to encourage the Offeror to make the Offer, agreed to make this irrevocable undertaking (the “Undertaking”). |
| 2. | THE SHAREHOLDER’S UNDERTAKINGS AND WARRANTIES |
| 2.1 | The Shareholder hereby irrevocably undertakes to accept the Offer, if made, in respect of the Shares and to tender such Shares to the Offeror prior to the expiry of the acceptance period of the Offer. The Shareholder undertakes not to, except as set out in this Undertaking, withdraw such acceptance, notwithstanding that the Shareholder may be or may become entitled to withdraw its acceptance of the Offer under the terms of the Offer or applicable takeover rules. |
| 2.2 | The Shareholder hereby further undertakes: |
| (i) | not to sell, transfer, encumber, grant any option or other right over or otherwise deal with or dispose of (whether conditionally or unconditionally) any or all of the Shares or any interest in any or all of the Shares other than pursuant to the Offer, including not to enter into any other agreement or transaction (whether synthetic or with physical settlement), which in whole or in part, directly or indirectly, has a similar economic effect as any of the foregoing; |
| (ii) | not to accept (whether conditionally or unconditionally) any other offer in respect of any or all of the Shares, whether it is conditional or unconditional and irrespective of the means by which it is to be implemented; |
| (iii) | not to make any public offer for or acquire any shares or other securities in the Company; |
2(5)
| (iv) | not to take any action or make any statement which is or may be prejudicial (in whatever manner) to the success of the Offer and not to communicate with any person in relation to, nor discuss with any person, the terms of the Offer or any matter relating to it without the prior consent of the Offeror; |
| (v) | not to accept, vote in favour of or give any undertaking in respect of any other offer, merger, demerger, acquisition or disposal involving the Company, material assets of the Company or any or all of the Shares (whether conditionally or unconditionally); |
| (vi) | not to convene or requisition, or join in convening or requisitioning, any general meeting of the Company; |
| (vii) | not to solicit, encourage, initiate or otherwise actively facilitate any offer by a third party to acquire any or all of the Shares, irrespective of the means by which it is to be implemented; |
| (viii) | not to solicit, encourage, initiate or otherwise actively facilitate any proposal for a merger, demerger, acquisition or disposal involving the Company, material assets of the Company or any or all of the Shares; and |
| (ix) | not to enter into any agreement or arrangement (whether conditional or unconditional) to do any or all of the acts referred to in this Section 2.2. |
| 2.3 | The Shareholder represents and warrants to the Offeror: |
| i. | that, on the date of this Undertaking, it is the legal and beneficial holder and owner of in total [***]Shares; and |
| ii. | that, on the date of this Undertaking, there are no, and on the date of settlement of the Offer there will be no, restrictions or limitations pertaining to the Shareholder’s ability to accept the Offer in respect of the Shares and to sell, contribute and transfer the Shares free from any encumbrances, including without limitation any pledges, usufruct, charges, encumbrances or any other right, interest or claim that could be raised by a third party right (including, without limitation, any right of first refusal, right of pre-emption, retention or lock-up arrangement) and together with all rights attaching to them as envisaged by the terms of the Offer, including the right to exercise the voting rights attached to the Shares and the right to receive dividends and other distributions. |
| 2.4 | The undertakings by the Shareholder set out in this Section 2 shall terminate automatically and be of no further force or effect if a Competing Offer (as defined below) is announced, unless the Offeror within ten (10) Swedish business days of such Competing Offer being announced announces an increase of the Offer so that the increased price in the Offer matches or exceeds the price under such Competing Offer (the “Right to Match”), in which case the undertakings by the Shareholder set out in this Section 2 shall continue to apply. A “Competing Offer” shall mean any public offer or any revised public offer for all outstanding shares in the Company by a third party if the price per share under such offer or, as the case may be, revised offer, exceeds the price per share under the Offer or, as the case may be, any revision of the Offer, by more than five (5) per cent (the “5 Per Cent Hurdle”), in each case provided such offer is announced not later than ten (10) Swedish business days prior to the expiry of the acceptance period of the Offer (or, in the event of any extensions thereof, not later than ten (10) Swedish business days prior to the expiry of any such extension). For the avoidance of doubt, the 5 Per Cent Hurdle and the Right to Match shall apply to each and every Competing Offer and each and every increase of the price under any Competing Offer. |
3(5)
| 2.5 | The undertakings by the Shareholder set out in this Section 2 shall terminate automatically and be of no further force or effect if: |
| (i) | the Offer is not announced on or before 30 November 2026; |
| (ii) | the Offer is not declared unconditional on or before 31 March 2027; or |
| (iii) | the Offer is withdrawn or lapses (for whatever reason). |
| 3. | MISCELLANEOUS |
| 3.1 | The Shareholder acknowledges that the Offeror has been provided with information by the Company relating to the Company and its business through a due diligence process. The Shareholder further acknowledges that the Company is a publicly traded company on Nasdaq Stockholm (EGTX) and that the Offeror is a publicly traded company on The Nasdaq Global Market (ANIP) and that the discussions, negotiations and information relating to the Offer may be subject to US securities law and may constitute inside information under Swedish law and the EU Market Abuse Regulation. |
| 3.2 | Subject to Section 2.5 above, if the Offeror extends the acceptance period of the Offer and/or increases the offer price in the Offer, this Undertaking shall apply mutatis mutandis to such revised offer. |
| 3.3 | Nothing in this Undertaking shall be construed as an obligation for the Offeror to make or complete the Offer. |
| 3.4 | The Shareholder agrees that the terms of this Undertaking shall be (i) disclosed by the Offeror to the Company and/or (ii) made public by the Offeror in relation to the Offer in order to comply with applicable law, rules or regulations. Save as may follow from the foregoing or as may be required by law or regulations or by any securities exchange or regulatory or governmental body to which the Shareholder is subject, the Shareholder undertakes to keep this Undertaking and the matters dealt with herein strictly confidential. |
| 3.5 | For the avoidance of doubt, the Offeror may at any time assign its rights and obligations under this Undertaking to any entity which is directly or indirectly controlled by it, without the consent of the Shareholder. |
| 3.6 | Any costs incurred in connection with the preparation for or performance of obligations under this Undertaking shall be for its own account. |
| 4. | GOVERNING LAW AND DISPUTES |
| 4.1 | This Undertaking shall be governed by and construed in accordance with the laws of Sweden without regard to its principles of conflict of laws. |
4(5)
| 4.2 | Any dispute, controversy or claim arising out of or in connection with this Undertaking, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. |
| 4.3 | The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitration proceedings shall be English. |
[Signature page follows]
5(5)
Signed for and on behalf of the Shareholder by:
| Signature: | Signature: | |||
| Name: | Name: | |||
| Title: | Title: | |||
| Date: | Date: |
Exhibit 99.2
ANI Pharmaceuticals Announces Offer to Acquire Egetis Therapeutics, Expanding the Scope and Scale of Its Rare Disease Business
| · | Egetis Therapeutics’ lead asset, EMCITATE®, is the first and only approved treatment in U.S. and Europe for peripheral thyrotoxicosis associated with MCT8 deficiency, a rare genetic disorder, impacting approximately 1 in 70K males |
| · | Supported by ANI’s proven track record in Rare Disease, EMCITATE® has potential to reach over $300 million in peak sales in its approved indication, with U.S. and EU Orphan Drug Exclusivity and patent protection into 2045 |
| · | Combines ANI’s resources, Rare Disease expertise, and infrastructure with Egetis’ commercialization and clinical development capabilities |
| · | The Offer reflects a purchase price of SEK 11.25 per share representing a 27% premium to the 60-day VWAP of shares of Egetis and total value of approximately SEK 5.6 billion, or $560M1 U.S.; and an enterprise value of approximately $4341 million when adjusted for estimated proceeds of Egetis’ sale of its Rare Pediatric Disease Priority Review Voucher |
| · | The acquisition is unanimously recommended by Egetis’ Board, and supported by shareholders in Egetis controlling approximately 42 percent of the shares |
| · | ANI will release 3Q 2026 earnings results at 6:50 am ET and host conference call today at 8:00 am ET |
PRINCETON, N.J., Nov. 05, 2026 (GLOBE NEWSWIRE) -- ANI Pharmaceuticals, Inc. (Nasdaq: ANIP) (“ANI” or the “Company”) announces a recommended public offer to acquire Egetis Therapeutics AB (publ) (“Egetis”) (the “Offer”).
Egetis is a commercial-stage pharmaceutical company focused on developing and delivering innovative therapies for patients with rare diseases with significant unmet medical need. Egetis’ lead product, EMCITATE®, was approved by the European Commission on February 12, 2025, and by the U.S. Food and Drug Administration (FDA) on September 28, 2026, as the first and only approved treatment of peripheral thyrotoxicosis in adults and pediatric patients with MCT8 deficiency (Allan–Herndon–Dudley syndrome).
“This proposed acquisition further accelerates our transformation with a substantial majority of our revenues expected to be derived from higher margin rare disease products by decade’s end and supports our mission of serving vulnerable patient populations with unmet medical needs,” said Nikhil Lalwani, President and Chief Executive Officer of ANI. “We have followed the Egetis team closely, and we have been deeply impressed by their commitment to patients with MCT8 deficiency and to the families who care for them.”
Mr. Lalwani added, “The proposed transaction reflects the disciplined execution of the strategy we have consistently outlined: adding differentiated, durable commercial Rare Disease assets that leverage our existing expertise and infrastructure. The acquisition of Egetis would strengthen our Rare Disease portfolio and development capabilities. By leveraging our resources and the groundwork laid by Egetis, we estimate peak sales potential for EMCITATE® of over $300 million in its approved indication coupled with durable protection into 2045, bolstering our long-term growth and profitability profile. We believe that ANI is well-positioned to successfully bring EMCITATE® to patients and caregivers.”
Strategic Rationale
| · | Advances ANI’s mission of “Serving Patients, Improving Lives”: EMCITATE® addresses MCT8 deficiency, a devastating ultra-rare disease marked by severe lifelong morbidity and substantial caregiver burden, furthering ANI’s commitment to bringing innovative therapies to patients with significant unmet need. |
| · | Accelerates ANI’s strategic transformation into a leading Rare Disease company: The proposed transaction expands the scope and scale of ANI’s Rare Disease business by broadening the Company’s commercial footprint and adding EMCITATE®, a commercial product with over $300 million in peak sales potential in its approved indication. |
| · | Introduces a new growth driver with durable runway into 2045: As the first and only FDA-approved treatment of peripheral thyrotoxicosis associated with MCT8 deficiency, EMCITATE® has significant growth potential that ANI plans to unlock with its resources, commercial capabilities, and infrastructure. EMCITATE®’s durability is supported by New Chemical Entity exclusivity, Orphan Drug exclusivity in both the U.S. and Europe, and an Orange Book-listed patent offering protection into mid-2045. |
| · | Leverages ANI’s resources and existing Rare Disease expertise and infrastructure: ANI intends to build on Egetis’ U.S. commercial launch preparations by leveraging its resources, extensive experience in Rare Disease, and existing medical affairs, patient access and reimbursement support. |
| · | Strengthens ANI’s clinical development capabilities: The proposed transaction adds a proven research and development team with an ongoing clinical program to evaluate tiratricol in resistance to thyroid hormone beta (RTH-beta). |
| · | Diversifies ANI’s revenue base and enhances its long-term growth and profitability profile. |
Transaction Details
On November 5, 2026, ANI announced a recommended public offer to acquire the shares in Egetis for SEK 11.25 per share, representing a 27% premium to the 60-day VWAP, as well as the convertible debt and the warrants issued by Egetis. The value of the Offer, including outstanding incentive programs, amounts to approximately SEK 5.6 billion or approximately $5601 million. On November 4, 2026, Egetis announced that it had entered into a definitive asset purchase agreement to sell its Rare Pediatric Disease Priority Review Voucher (PRV) for gross proceeds of $190.0 million (USD). Upon the closing of the PRV sale, former owners of Rare Thyroid Therapeutics International AB (RTTI) will receive an earn-out of their share under agreements governing Egetis’ acquisition of RTTI. The consideration in the Offer fully reflects the net value of the PRV on the terms of that sale. When adjusted for the estimated PRV net proceeds, the enterprise value reflected in the deal is approximately $4341 million.
The Board of Directors of Egetis unanimously recommends that Egetis’ shareholders and the holder of the convertible and the warrants accept the Offer. In addition, shareholders representing in total approximately 42 percent of the total number of outstanding shares in Egetis, have undertaken to accept the Offer, under certain conditions.
The Offer is subject to customary closing conditions, including that the Offer is accepted by shareholders representing at least 90 percent of the outstanding shares in Egetis, and that ANI receives necessary regulatory approvals.
The Offer is financed in full through a combination of cash on hand and new debt financing provided by JPMorgan Chase Bank, N.A., on terms customary for financing of public offers on the Swedish market.
The acceptance period in the offer is expected to commence on or around November 20, 2026 and to expire on or around December 18, 2026. For information in relation to the Offer, please refer to the formal offer announcement available on www.biopharma-offer.com.
Advisors
For ANI Pharmaceuticals, Jefferies LLC is serving as sole financial advisor and Ropes & Gray LLP and Mannheimer Swartling Advokatbyrå AB are serving as legal counsel. For Egetis Therapeutics, Centerview Partners is serving as sole financial advisor, and Vinge is serving as legal counsel.
Conference Call
ANI will host a conference call and webcast today, Thursday, November 5, 2026, at 8:00 a.m. ET to discuss the acquisition and third quarter 2026 financial results.
To join the conference call, please dial +1(833) 630-1956 (U.S. and Canada) or +1(412) 317-1837 (International callers).
To view the webcast and accompanying slides, please click here. Links to access the webcast will also be available on the “Events & Presentations” page of the Company’s website at https://www.anipharmaceuticals.com, under the “Investors” section. A replay of the event will remain accessible for up to one year.
About ANI Pharmaceuticals, Inc.
ANI Pharmaceuticals, Inc. (Nasdaq: ANIP) is a diversified biopharmaceutical company committed to its mission of “Serving Patients, Improving Lives” by developing, manufacturing, and commercializing innovative and high-quality therapeutics. The Company is focused on delivering sustainable growth through its Rare Disease business, which markets novel products in the areas of ophthalmology, rheumatology, nephrology, neurology, and pulmonology; its Generics business, which leverages R&D expertise, operational excellence, and U.S.-based manufacturing; and its Brands business. For more information, visit https://www.anipharmaceuticals.com.
Forward-Looking Statements
To the extent any statements made in this release deal with information that is not historical, these are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the public offer to acquire Egetis; the Company’s strategy and ability to transform into a leading Rare Disease company; the Company’s expectations regarding its future operations; the commercialization and anticipated sales of EMCITATE® and other statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “plans,” “potential,” “future,” “believes,” “intends,” “continue,” the negatives thereof, or other words of similar meaning, derivations of such words and the use of future dates.
Uncertainties and risks may cause the Company’s actual results to be materially different than those expressed in or implied by such forward-looking statements. Uncertainties and risks include, but are not limited to: the Company’s ability to complete or achieve any or all of the intended benefits of the proposed acquisition of Egetis, in a timely manner or at all; regulatory approvals required for the transaction not being timely obtained, if obtained at all; the Egetis business experiencing disruptions due to transaction-related uncertainties or other factors; the Company being unable to successfully implement integration strategies; the ability of EMCITATE® and the Company’s approved products, including Cortrophin Gel and ILUVIEN, to achieve commercialization at levels of market acceptance that will allow the Company to maintain profitability; changes in policy or actions that may be taken by the FDA, United States Drug Enforcement Administration and other regulatory agencies; the Company’s ability to develop, license or acquire, and commercialize new products; the Company’s ability to protect its intellectual property rights; the impact of legislative or regulatory reform on the pricing for pharmaceutical products; the Company’s ability, and that of its suppliers, development partners, and manufacturing partners, to comply with laws, regulations and standards that govern or affect the pharmaceutical and biotechnology industries; and general business and economic conditions, such as inflationary pressures, and geopolitical conditions.
More detailed information on these and additional factors that could affect the Company’s actual results are described in the Company’s filings with the Securities and Exchange Commission (SEC), including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, and other periodic reports, as well as other filings with the SEC. All forward-looking statements in this news release speak only as of the date of this news release and are based on the Company’s current beliefs, assumptions, and expectations. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Important information to U.S. shareholders
The Offer described in this press release is made for the shares, the convertible loan 2023:1 (the “Convertible”) and the warrants 2023/2033:1 (the “Warrants”) of Egetis, a Swedish public limited liability company, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Shareholders and the holder of the Convertible and the Warrants domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
Egetis’ financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. It may be difficult for Egetis’ shareholders and the holder of the Convertible and the Warrants to enforce their rights and any claims they may have arising under the U.S. federal or U.S. state securities laws in connection with the Offer, since Egetis is located in Sweden, and some or all of its officers and directors may be residents of countries other than the United States. Egetis’ shareholders and the holder of the Convertible and the Warrants may not be able to sue Egetis or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Egetis and its affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, ANI and its affiliates or its brokers and its brokers' affiliates (acting as agents for ANI or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Egetis outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information, to the extent required by applicable laws and regulations. In addition, the financial advisors to ANI may also engage in ordinary course trading activities in securities of Egetis, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements comply with the applicable laws and regulations. Any information about such purchases will be announced in Swedish and in a non-prevailing English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither ANI nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, MADE ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, MADE ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR MADE ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
For purposes of this section "United States" and "U.S." means the United States of America (its territories and possessions, all states of the United States of America and the District of Columbia).
Information about the Offer
Information regarding the Offer is made available at: www.biopharma-offer.com.
ANI Pharmaceuticals Contacts
Investor
Relations:
Irina Koffler, Vice President, Investor Relations
T: 917-734-7387
E: Irina.koffler@anipharmaceuticals.com
Media
Relations:
Argot Partners
T: 212-600-1494
E: ani@argotpartners.com
SOURCE: ANI Pharmaceuticals, Inc.
1 Calculated utilizing 30 trading day average USD to SEK exchange rate of 9.9471 as of November 3, 2026.
Exhibit 99.3
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders and holder of the Convertible and the Warrants not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders and holder of the Convertible and the Warrants should refer to the offer restrictions included in the section titled “Important information” at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders and holder of the Convertible and the Warrants in the United States should also refer to the section titled “Notice to investors in the United States” at the end of this announcement.
Press release
November 5, 2026
ANI Pharmaceuticals announces a recommended cash offer to the shareholders and to the holder of the Convertible and the Warrants of Egetis Therapeutics
ANI Pharmaceuticals, Inc. (“ANI”) announces a recommended public offer to the shareholders of Egetis Therapeutics AB (publ) (“Egetis”) and the holder of the convertible loan 2023:1 (the “Convertible”) and the warrants 2023/2033:1 (the “Warrants”) issued by Egetis, to tender all shares, the Convertible and the Warrants to ANI at a price of SEK 11.25 in cash per share, SEK 65,750,817 in cash for the Convertible and SEK 6.99 in cash per Warrant (the “Offer”). The shares in Egetis are listed on Nasdaq Stockholm, Mid Cap.
Summary
| · | ANI offers SEK 11.25 in cash per Egetis share, SEK 65,750,817 in cash for the Convertible and SEK 6.99 in cash per Warrant. On November 4, 2026, Egetis signed an agreement to sell a Rare Pediatric Disease Priority Review Voucher (“PRV”). The consideration in the Offer fully reflects the value of the PRV attributable to Egetis. |
| · | The total value of the Offer, based on all outstanding shares in Egetis1, the outstanding Convertible and the outstanding Warrants, amounts to approximately SEK 5,304 million. |
| · | The price per share in the Offer represents a premium of: |
| - | approximately 12.6 percent compared to the closing price of SEK 9.99 of an Egetis share on Nasdaq Stockholm on November 4, 2026, which was the last day of trading prior to the announcement of the Offer; |
1 Based on 464,965,562 outstanding shares in Egetis, excluding 25,863,043 class C shares held by Egetis. If the Convertible is converted and/or the Warrants are exercised, the Offer will also comprise the shares resulting therefrom.
2(11)
| - | approximately 27.0 percent compared to the volume-weighted average trading price of SEK 8.86 of an Egetis share on Nasdaq Stockholm during the last 60 trading days prior to the announcement of the Offer; and |
| - | approximately 48.0 percent compared to the volume-weighted average trading price of SEK 7.60 of an Egetis share on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer. |
| · | The Board of Directors of Egetis unanimously recommends that Egetis’ shareholders and the holder of the Convertible and the Warrants accept the Offer. |
| · | Shareholders holding in total approximately 42.2 percent of the total number of outstanding shares in Egetis2, including Frazier Life Sciences, Cidro Förvaltning AB, Cetoros AB, Avla Holding AB, The Invus Group and RegulaPharm AB, have undertaken to accept the Offer, subject to certain conditions. |
| · | The Offer is not subject to any financing condition. The consideration payable in respect of the Offer is financed in full through a combination of cash on hand and debt financing provided by JPMorgan Chase Bank, N.A. (which may be syndicated), on terms customary for financing of public offers on the Swedish market. |
| · | ANI will not increase the price in the Offer, provided, however, that this statement shall not apply if a competing offer is announced. |
| · | The acceptance period of the Offer is expected to commence on or around November 20, 2026 and expire on or around December 18, 2026. |
Nikhil Lalwani, President and Chief Executive Officer, ANI Pharmaceuticals, Inc., comments:
“We have followed the progress of Egetis closely and have been impressed by the team’s passion to treat underserved patients suffering from rare diseases, in combination with its demonstrated skill in advancing its lead asset, EMCITATE®, towards commercialization in Europe and, most recently, the U.S. While the U.S. provides significant commercial potential for Egetis, successfully bringing this type of product to the U.S. market takes time, requires significant upfront investment in establishing a commercial and operational platform, and is associated with meaningful execution risk. ANI has built a very strong rare disease platform of capabilities in the U.S., and is exceptionally well placed to accelerate the initiatives and investment needed to successfully bring EMCITATE® to patients and caregivers, and by doing so, create value for patients, society, and shareholders. We believe that we have put forward an attractive offer to the Egetis shareholders, which allows them to realize the forward-looking value of EMCITATE®, as well as the value of the PRV attributable to Egetis, and we are delighted with the strong support that we have already received from Egetis’ Board of Directors as well as from shareholders controlling approximately 42.2 percent of the shares, including the company’s largest shareholder, Frazier, a U.S. based specialist biotech institutional investor as well as the founders of the predecessor company Rare Thyroid Therapeutics International.”
2 Excluding 25,863,043 class C shares held by Egetis.
3(11)
Background and reasons for the Offer
ANI is a diversified biopharmaceutical company with a strong and growing rare disease platform, anchored by Purified Cortrophin Gel®. ANI has been leveraging its established commercial and operational infrastructure to build a robust portfolio of durable and differentiated assets and drive sustainable growth.
ANI has followed Egetis’ progress for a significant amount of time and has been highly impressed by Egetis’ achievements in building a differentiated rare disease platform and advancing EMCITATE® toward commercialization. EMCITATE® is approved in the European Union and was, on September 28, 2026, approved by the U.S. Food and Drug Administration (the “FDA”) as the first and only approved treatment of peripheral thyrotoxicosis in adults and pediatric patients with MCT8 deficiency (Allan–Herndon–Dudley syndrome) in the United States. In connection with the approval, the FDA granted Egetis a PRV. The consideration in the Offer fully reflects the value of the PRV attributable to Egetis.
ANI believes that Egetis represents a highly compelling strategic fit. Egetis’ focus on rare diseases, its expertise in helping underserved patient populations and the significant commercial opportunity associated with EMCITATE® align closely with ANI’s strategic priorities and long-term vision to transform into a leading rare disease company. ANI believes that it is well positioned to support Egetis’ next phase of growth, including the commercial launch of EMCITATE® in the United States. ANI has an established U.S. rare disease commercial organization, and believes that its track record of launching and growing specialized pharmaceutical products, can support the launch of EMCITATE® in the United States, thereby accelerating patient access to the only approved treatment for MCT8 deficiency.
Successfully bringing a rare disease product to market in the United States requires substantial upfront investment in a dedicated commercial organization, including sales and medical affairs personnel, market access and reimbursement capabilities, patient identification and support programs and distribution infrastructure, and such investment is typically required well in advance of the product generating meaningful revenues. As a standalone company, Egetis would need to continue to build and fund such an organization in the United States, with the associated costs, time requirements and execution risk. ANI believes that the Offer allows Egetis’ shareholders to realize today, in cash, the value of the EMCITATE® opportunity without bearing the additional costs and risks associated with the U.S. commercial build-out and launch.
Following receipt of an unsolicited, non-binding indicative proposal to acquire Egetis from a third party, the Board of Directors of Egetis, supported by its financial advisor, ran a competitive bidding process. At the conclusion of such process, the Board of Directors of Egetis is recommending to its shareholders ANI’s bid of SEK 11.25 per share, which was ANI’s third and final bid. The Board of Directors of Egetis has concluded that the Offer recognizes Egetis’ growth prospects and the costs and execution risk associated with Egetis’ standalone commercial plan to launch EMCITATE® in the U.S., which is a factor supporting the Board of Directors of Egetis’ recommendation of the Offer.
Together, ANI and Egetis would be well positioned to expand patient access, accelerate commercialization opportunities and create substantial long-term value for patients, employees and other stakeholders. ANI believes that the Offer provides Egetis’ shareholders and the holder of the Convertible and the Warrants with an opportunity to realize the value of their holdings in cash at an attractive premium.
4(11)
ANI places great value on the skills and expertise of Egetis’ management and employees and intends to continue to safeguard the excellent relationship that Egetis has with its employees. Based on ANI’s current knowledge of Egetis and in light of current market conditions, ANI does not intend to make any material changes to the companies’ operations or to the locations where the companies conduct their business, nor any material changes with respect to the companies’ management and employees, including their terms of employment.
The Offer
ANI offers SEK 11.25 in cash for each Egetis share, SEK 65,750,817 in cash for the EUR 3 million principal amount of the Convertible and SEK 6.99 in cash for each Warrant.
The Convertible consists of a convertible loan of EUR 3 million forming part of Egetis’ 2023 debt financing, which may be converted into shares in Egetis at a conversion price of approximately EUR 0.5133 per share, repayable no later than April 1, 2027 absent prior conversion. The consideration for the Convertible in the Offer has been determined based on the price per share in the Offer and the conversion price. Upon conversion, the Convertible entitles the holder to 5,844,517 shares in Egetis. Based on the price per share in the Offer, SEK 11.25, ANI accordingly offers SEK 65,750,817 in cash for the EUR 3 million principal amount of the Convertible.
The Warrants consist of 1,090,977 warrants issued in connection with the above-mentioned 2023 debt financing, each conferring the right on the holder to subscribe, in cash, for one share in Egetis, at an exercise price of SEK 4.26 per share, no later than the tenth anniversary of the date of grant. The consideration for the Warrants in the Offer has been determined based on the see-through value of the Warrants. Based on the price per share in the Offer, SEK 11.25, and the exercise price per share under the Warrants, SEK 4.26, ANI accordingly offers SEK 6.99 in cash for each Warrant.
If Egetis pays dividends or makes any other distributions to its shareholders with a record date occurring prior to the settlement of the Offer, or issues new shares (or takes any similar corporate action) resulting in a reduction of the value per share in Egetis prior to the settlement of the Offer, the Offer consideration will be reduced correspondingly. ANI reserves the right to determine whether this price adjustment mechanism or condition (g) to the completion of the Offer (see below) shall be invoked.
The total value of the Offer, based on all 464,965,562 outstanding shares in Egetis3, the outstanding Convertible and the outstanding Warrants, amounts to approximately SEK 5,304 million.
No commission will be charged in respect of the settlement of the Egetis shares, the Convertible or the Warrants tendered to ANI under the Offer.
ANI will not increase the price in the Offer, provided, however, that this statement shall not apply if a competing offer is announced.
The price per share in the Offer represents a premium of:
| · | approximately 12.6 percent compared to the closing price of SEK 9.99 of an Egetis share on Nasdaq Stockholm on November 4, 2026, which was the last day of trading prior to the announcement of the Offer; |
3 Excluding 25,863,043 class C shares held by Egetis.
5(11)
| · | approximately 27.0 percent compared to the volume-weighted average trading price of SEK 8.86 of an Egetis share on Nasdaq Stockholm during the last 60 trading days prior to the announcement of the Offer; and |
| · | approximately 48.0 percent compared to the volume-weighted average trading price of SEK 7.60 of an Egetis share on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer. |
The acceptance period of the Offer is expected to commence on or around November 20, 2026 and expire on or around December 18, 2026. Settlement is expected to be initiated on or around December 29, 2026.
Neither ANI nor any of its affiliates holds any Egetis shares or any financial instruments that give a financial exposure to Egetis’ shares. Nor has ANI or its affiliates during the six months preceding the announcement of the Offer acquired or agreed to acquire any Egetis shares or any financial instruments that give a financial exposure to Egetis shares.
ANI may acquire, or enter into arrangements to acquire, shares in Egetis (or any securities in Egetis that are convertible into, exchangeable for or exercisable for such shares) outside the Offer. Any acquisitions made or arranged will be in accordance with Swedish law and Takeover Rules adopted by Nasdaq Stockholm (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.
Recommendation from the Board of Directors of Egetis
The Board of Directors of Egetis has assessed the Offer and informed ANI that it has unanimously resolved to recommend the shareholders of Egetis and the holder of the Convertible and the Warrants to accept the Offer.
Undertakings to accept the Offer
The following shareholders of Egetis have undertaken to accept the Offer:
| · | Frazier Life Sciences, through Frazier Life Sciences Public Fund, L.P., Frazier Life Sciences XI L.P. and Frazier Life Sciences X L.P., holding in aggregate 77,437,961 shares, corresponding to approximately 16.65 percent of the total number of outstanding Egetis shares; |
| · | Cidro Förvaltning AB, holding 46,850,000 shares, corresponding to approximately 10.08 percent of the total number of outstanding Egetis shares; |
| · | Cetoros AB, holding 28,776,221 shares, corresponding to approximately 6.19 percent of the total number of outstanding Egetis shares; |
| · | Avla Holding AB, holding 17,668,330 shares, corresponding to approximately 3.80 percent of the total number of outstanding Egetis shares; |
| · | The Invus Group, through Invus Public Equities L.P., holding 14,862,920 shares, corresponding to approximately 3.20 percent of the total number of outstanding Egetis shares; and |
6(11)
| · | RegulaPharm AB, holding 10,531,660 shares, corresponding to approximately 2.27 percent of the total number of outstanding Egetis shares. |
The undertakings made by Frazier Life Sciences, Cidro Förvaltning AB, Cetoros AB, Avla Holding AB, The Invus Group and RegulaPharm AB are hereinafter referred to as the “Undertakings”.
In aggregate, 196,127,092 shares in Egetis are subject to the Undertakings, representing approximately 42.2 percent of the total number of outstanding shares in Egetis4.
The Undertakings shall automatically terminate if another party announces a competing offer for all outstanding Egetis shares not later than ten (10) Swedish business days prior to the expiry of the acceptance period in the Offer (or, in the event of any extensions thereof, not later than ten (10) Swedish business days prior to the expiry of any such extension), at a price per share exceeding the price per share in the Offer by more than five (5) percent (the “5 Percent Hurdle”) and ANI does not within ten (10) Swedish business days of the announcement of such competing offer announce an increase of the Offer so that the increased offer price per share under the Offer matches or exceeds the offer price per share under such competing offer (the “Right to Match”). The 5 Percent Hurdle and the Right to Match apply to each and every competing offer and each and every increase of the offer price under any competing offer. The Undertakings will terminate automatically if the Offer is not declared unconditional on or before March 31, 2027, or if the Offer is withdrawn or lapses (for whatever reason).
Conditions for completion of the Offer
Completion of the Offer is conditional upon:
| (a) | the Offer being accepted to such an extent that ANI becomes the owner of shares representing more than 90 percent of the outstanding shares in Egetis (on a fully diluted basis); |
| (b) | no other party announcing an offer to acquire shares in Egetis on terms that are more favorable to the shareholders of Egetis than the Offer; |
| (c) | with respect to the Offer and the acquisition of Egetis, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition and foreign direct investment authorities, in each case on terms which, in ANI’s opinion, are acceptable; |
| (d) | neither the Offer nor the acquisition of Egetis being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which ANI could not reasonably have foreseen at the time of the announcement of the Offer; |
| (e) | no circumstances having occurred which have a material adverse effect or could reasonably be expected to have a material adverse effect on Egetis’ financial position or operation, including Egetis’ sales, results, liquidity, equity ratio, equity or assets; |
4 Excluding 25,863,043 class C shares held by Egetis.
7(11)
| (f) | no information made public by Egetis or disclosed by Egetis to ANI being inaccurate, incomplete or misleading, and Egetis having made public all information which should have been made public; and |
| (g) | Egetis not taking any action that is likely to impair the prerequisites for making or completing the Offer. |
ANI reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. With regard to conditions (b)–(g), however, such withdrawal will only be made if the non-satisfaction is of material importance to ANI’s acquisition of the shares in Egetis or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).
ANI reserves the right to waive, in whole or in part, one or more of the conditions above, including with respect to condition (a) above, to complete the Offer at a lower level of acceptance.
Financing of the Offer
The Offer is not subject to any financing condition. The consideration payable in respect of the Offer is financed in full through a combination of cash on hand and debt financing provided by JPMorgan Chase Bank, N.A. (which may be syndicated), on terms customary for financing of public offers on the Swedish market.
Due diligence
ANI has, in connection with the preparations of the Offer, conducted a customary confirmatory due diligence review of Egetis. Egetis has informed ANI that no inside information (as defined in Article 7 of the EU Market Abuse Regulation) has been disclosed to ANI during the due diligence review, except that ANI has received certain preliminary financial information concerning Egetis’ third quarter 2026. ANI has been informed by the Board of Directors of Egetis that such information will be included in Egetis’ interim report for the period January–September 2026, which will be made public by Egetis through a separate press release today.
Preliminary timetable
The acceptance period of the Offer is expected to commence on or around November 20, 2026 and expire on or around December 18, 2026. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than on or around December 21, 2026, settlement is expected to be initiated on or around December 29, 2026.
ANI reserves the right to, one or several times, extend the acceptance period of the Offer, as well as to postpone the date of settlement of the Offer. A notice of any such extension or postponement will be announced by ANI by means of a press release in accordance with applicable rules and regulations.
8(11)
The acquisition of Egetis will be filed with the relevant competition and foreign direct investment authorities. Relevant approvals are expected prior to the expiry of the acceptance period.
Compulsory redemption proceedings and delisting
If ANI becomes the owner of more than 90 percent of the outstanding shares of Egetis5, ANI intends to initiate a compulsory redemption procedure in respect of the remaining shares in Egetis and, to the extent still outstanding and not tendered in the Offer, the Convertible and the Warrants under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection therewith, ANI will act in furtherance of a delisting of Egetis’ shares from Nasdaq Stockholm.
Brief description of ANI
ANI Pharmaceuticals, Inc. is a diversified biopharmaceutical company committed to its mission of “Serving Patients, Improving Lives” by developing, manufacturing, and commercializing innovative and high-quality therapeutics. ANI is focused on delivering sustainable growth through its rare disease business, which is anchored by Purified Cortrophin Gel®; its generics business, which leverages research and development expertise, operational excellence, and U.S.-based manufacturing; and its brands business. ANI’s strategy is centered on building a portfolio of differentiated therapies that address areas of significant unmet medical need, while leveraging its commercial and operational infrastructure. The common stock of ANI is traded on The Nasdaq Global Market under the symbol “ANIP”.
For more information about ANI, please visit www.anipharmaceuticals.com.
Brief description of Egetis
Egetis is a commercial-stage pharmaceutical company focused on developing and delivering innovative therapies for patients with rare diseases with significant unmet medical need. Combining scientific and clinical expertise with integrated late-stage development, regulatory and commercial capabilities and manufacturing expertise, Egetis is committed to delivering treatments and dedicated support to underserved patient communities.
Egetis’ lead product, EMCITATE® (tiratricol), is the first and only approved treatment for MCT8 deficiency, a rare and life-shortening genetic disorder, with marketing authorizations in the European Union and in the United States.
Headquartered in Stockholm, Sweden, with operations in the U.S. and Europe, Egetis is building a sustainable global rare disease company.
The shares of Egetis are admitted to trading on Nasdaq Stockholm, Mid Cap. The shares are listed under the symbol “EGTX”.
For more information about Egetis, please visit www.egetis.com.
5 Excluding 25,863,043 class C shares held by Egetis.
9(11)
Governing law and disputes
The Offer, as well as the agreements entered into between ANI and the shareholders of Egetis and the holder of the Convertible and the Warrants as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer or such agreements, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance, provided, however, that each shareholder of Egetis and the holder of the Convertible and the Warrants shall have the right to instead opt for arbitration in accordance with the Arbitration Rules of the SCC Arbitration Institute, in which case the seat of the arbitration shall be Stockholm, Sweden and the language of the proceedings shall be Swedish.
The Takeover Rules and the Swedish Securities Council’s statements and rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. Furthermore, ANI has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on October 26, 2026, contractually undertaken towards Nasdaq Stockholm to comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq Stockholm in the event of breach of the Takeover Rules. On November 5, 2026, ANI informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) of the Offer and the abovementioned undertakings towards Nasdaq Stockholm.
| Advisors |
Jefferies LLC is acting as sole financial advisor and Mannheimer Swartling Advokatbyrå AB and Ropes & Gray LLP are acting as legal advisors to ANI in connection with the Offer.
Information about the Offer
Information regarding the Offer is made available at: www.biopharma-offer.com.
For further information, please contact:
Sandra
Uitto
Fogel & Partners
Telephone: +46 725 56 68 88
Email: anipharmaceuticals@fogelpartners.se
ANI discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on November 5, 2026, 07:00 CET.
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
10(11)
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders or holder of the Convertible and the Warrants with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares or the Convertible or the Warrants for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
The Offer and the information and documents contained in this press release are not being made by, and have not been approved by, an "authorised person" for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate, and/or to acquire 50 per cent or more of the voting shares in that body corporate, within article 62 (sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"). In the United Kingdom, this communication and any other offer documents relating to the Offer are distributed only to and will be directed only at persons (i) who are holders of equity securities in Egetis and to whom such communication may be made in reliance on article 62 of the Order, (ii) who have professional experience in matters relating to investments falling within article 19(5) of the Order, (iii) who fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iv) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No communication in respect of the Offer must be acted on or relied on by persons who are not Relevant Persons. The Offer and any investment or investment activity to which this communication relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of ANI. Any such forward-looking statements speak only as of the date on which they are made and ANI has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
11(11)
Notice to investors in the United States
Shareholders and holder of the Convertible and the Warrants in the United States are advised that the shares of Egetis are not listed on a U.S. securities exchange and that Egetis is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.
The Offer described in this press release is being made for the issued and outstanding shares of Egetis, and the Convertible and the Warrants issued by Egetis, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Shareholders and holder of the Convertible and the Warrants in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
Egetis’ financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
It may be difficult for Egetis’ shareholders and holder of the Convertible and the Warrants to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Egetis is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. Egetis’ shareholders and holder of the Convertible and the Warrants may not be able to sue Egetis or its respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Egetis and/or its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, ANI and its affiliates or its brokers and its brokers’ affiliates (acting as agents for ANI or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Egetis outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to ANI may also engage in ordinary course trading activities in securities of Egetis, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder and holder of the Convertible and the Warrants is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither ANI nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Exhibit 99.4
Press release
5 November 2026
Statement by the Board of Directors of Egetis Therapeutics in relation to the public cash offer from ANI Pharmaceuticals
The Board of Directors of Egetis unanimously recommends that the shareholders of Egetis and the holder of the Convertible and the Warrants accept the public offer from ANI , based on the assessment outlined below.
Background
This statement is made by the Board of Directors of Egetis Therapeutics AB (publ) (“Egetis ” or the “Company”) (the “Board”) pursuant to section II.19 of the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”).
ANI Pharmaceuticals, Inc., a U.S. corporation domiciled in Delaware, whose shares are listed on The Nasdaq Global Market under the symbol “ANIP” in the United States (“ANI”), has today announced a public cash offer to Egetis’ shareholders and to the holder of the convertible loan 2023:1 (the “Convertible”) and the warrants 2023/2033:1 (the “Warrants”) issued by Egetis to transfer all of their shares in Egetis and the Convertible and the Warrants to ANI for a consideration of SEK 11.25 per Egetis share in cash and SEK 65,750,817 in cash for the EUR 3 million principal amount of the Convertible and SEK 6.99 in cash per Warrant (the “Offer”). The total value of the Offer amounts to approximately SEK 5,304 million.1
The price per share in the Offer represents a premium of:
| · | approximately 12.6 percent compared to the closing price of SEK 9.99 of an Egetis share on Nasdaq Stockholm on 4 November 2026, which was the last day of trading prior to the announcement of the Offer; |
| · | approximately 27.0 percent compared to the volume-weighted average trading price of SEK 8.86 of an Egetis share on Nasdaq Stockholm during the last 60 trading days prior to the announcement of the Offer; and |
| · | approximately 48.0 percent compared to the volume-weighted average trading price of SEK 7.60 of an Egetis share on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer. |
ANI will not increase the price in the Offer, provided, however, that this statement shall not apply if a competing offer is announced. The acceptance period for the Offer is expected to commence on or around 20 November 2026 and expire on or around 18 December 2026, subject to any extensions. Settlement is expected to be initiated on or around 29 December 2026.
Completion of the Offer is conditional upon customary conditions, inter alia, that the Offer is accepted to such an extent that ANI becomes the owner of shares representing more than 90 percent of the outstanding shares in Egetis (on a fully diluted basis) and that all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition and foreign direct investment authorities, are received. The Offer is not subject to any financing condition. Please refer to ANI’s press release regarding the Offer for further information.
1 Based on 464,965,562 ordinary shares outstanding, excluding 25,863,043 Class C shares held by Egetis. Unless otherwise stated, references to outstanding shares in this statement refer to the 464,965,562 issued ordinary shares in Egetis, which excludes any treasury shares held by Egetis (as of the date of this statement Egetis holds 25,863,043 Class C shares in treasury).
The Board has, at the written request of ANI, permitted ANI to carry out a customary confirmatory due diligence review of Egetis in relation to the preparation of the Offer. ANI has not received any inside information relating to Egetis in connection with its due diligence review, except for certain preliminary financial information concerning Egetis’ third quarter 2026 results. This information will be included in Egetis’ interim report for the third quarter of 2026, which will be released through a separate press release today.
Frazier Life Sciences, Cidro Förvaltning AB, Cetoros AB, Avla Holding AB, The Invus Group and RegulaPharm AB, shareholders in Egetis, in aggregate representing 196,127,092 shares in Egetis, which corresponds to approximately 42.2 percent of the total number of outstanding shares in Egetis, have entered into undertakings with ANI to accept the Offer, subject to certain conditions, including that no competing offer at a price per share exceeding the price per share in the Offer by more than five (5) percent is announced which ANI does not match (the “Irrevocable Undertakings”). Please refer to ANI’s press release regarding the Offer for more information about the Irrevocable Undertakings.
Centerview Partners LLC is acting as financial advisor to Egetis and Advokatfirman Vinge is serving as legal advisor to Egetis.
The Board’s recommendation
The Board’s recommendation of the Offer is based on an assessment of a number of relevant factors, including, but not limited to, Egetis’ present position as a commercial-stage rare disease company, its expected future development and related opportunities and risks.
In the Board’s opinion, the transaction not only delivers value to Egetis’ shareholders, but also enables Egetis to leverage ANI’s established rare disease platform and commercialization capabilities in the United States, with the aim of making EMCITATE available to more patients with MCT8 deficiency.
The proposed transaction highlights the shared commitment of both companies in addressing the substantial unmet medical need in the rare disease space, with the continued commercialization of EMCITATE globally for the treatment of peripheral thyrotoxicosis in adults and pediatric patients with monocarboxylate transporter 8 (MCT8) deficiency (Allan–Herndon–Dudley syndrome), including the commercial launch in the United States following the approval by the U.S. Food and Drug Administration on 28 September 2026 as the first and only approved treatment for this indication in the United States.
The Board is confident that ANI is well positioned to accelerate the commercial launch of EMCITATE in the United States, broaden patient access and continue Egetis’ important mission to create value for patients, society and stakeholders by developing and providing a portfolio of unique products for the treatment of rare diseases with substantial unmet medical need.
In making the recommendation, the Board notes that the Offer was the result of a competitive process run by Egetis, supported by its financial advisor, that was precipitated by the receipt of an unsolicited, non-binding indicative proposal to acquire Egetis in the third quarter of 2026.
In its evaluation of the Offer, the Board also took into account the Irrevocable Undertakings from Egetis’ shareholders Frazier Life Sciences, Cidro Förvaltning AB, Cetoros AB, Avla Holding AB, The Invus Group and RegulaPharm AB, whose shareholdings in aggregate represent approximately 42.2 percent of the total number of outstanding shares in Egetis.
Having concluded this assessment, the Board believes that the terms of the Offer recognize Egetis’ growth prospects, as well as the risks associated with those prospects, including the costs and execution risk of a standalone U.S. commercial build-out and launch of EMCITATE.
On this basis, the Board unanimously recommends that the shareholders of Egetis and the holder of the Convertible and the Warrants accept the Offer.
Under the Takeover Rules, the Board is required, on the basis of ANI’s statements in the announcement of the Offer, to make public its opinion of the effects the implementation of the Offer may have on Egetis , specifically employment, and its views on ANI’s strategic plans for Egetis and the effect these may be expected to have on employment and the places where Egetis conducts its business. ANI has in this respect communicated:
“ANI places great value on the skills and expertise of Egetis’ management and employees and intends to continue to safeguard the excellent relationship that Egetis has with its employees. Based on ANI’s current knowledge of Egetis and in light of current market conditions, ANI does not intend to make any material changes to the companies’ operations or to the locations where the companies conduct their business, nor any material changes with respect to the companies’ management and employees, including their terms of employment.”
The Board has no reason to question these statements regarding employment, ANI’s strategic plans for Egetis or the impact these could be expected to have on employment and on Egetis’ business locations.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts.
Stockholm on 5 November 2026
Egetis Therapeutics AB (publ)
The Board of Directors
About Egetis Therapeutics
Egetis Therapeutics is a commercial-stage pharmaceutical company focused on developing and delivering innovative therapies for patients with rare diseases with significant unmet medical need. Combining scientific and clinical expertise with integrated late-stage development, regulatory and commercial capabilities and manufacturing expertise, Egetis is committed to delivering treatments and dedicated support to underserved patient communities.
The Company’s lead product, EMCITATE® (tiratricol), is the first and only approved treatment for MCT8 deficiency, a rare and life-shortening genetic disorder, with marketing authorizations in the European Union and in the United States.
Headquartered in Stockholm, Sweden, with operations in the U.S. and Europe, Egetis is building a sustainable global rare disease company.
For more information, visit egetis.com.
For further information, please contact:
Mats Blom, Chairman of the Board of Directors at Egetis Therapeutics AB (publ)
+46 (0) 761 45 70 90
mats.blom@egetis.com
This information is information that Egetis Therapeutics AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, on 5 November 2026, at 07:15 CET.