Navamedic enters agreement to acquire the business of Norwegian-based dne pharma for up to NOK 225 million
Navamedic ASA, a Nordic pharmaceutical company and trusted supplier of high-quality products to hospitals and pharmacies, has entered into an agreement to acquire the business of dne pharma as (“dne pharma”) for a total consideration of up to NOK 225 million (the “Acquisition”). The purchase price is payable in instalments, whereby NOK 185 million is payable at closing of the Acquisition, and the remaining NOK 40 million is payable in two tranches subject to achievement of certain agreed sales volumes for the acquired products. dne pharma is a Norwegian company focused on addiction treatment pharmaceuticals.
• The Acquisition encompasses dne pharma’s business, including product portfolio, key employees and all essential contracts of the business, intellectual property, licenses, and distribution agreements.
• The product portfolio includes prominent products such as Ventizolve (intranasal naloxone spray for opioid overdose reversal), Levopidon (levomethadone), and Metadon Dne (methadone) for opioid substitution therapy.
• The Acquisition
(i) marks Navamedic’s entry into the fast-growing field of addiction treatment and
(ii) supports Navamedic’s ambition to become a leading Nordic provider of specialized, high-quality products to hospitals and pharmacies.
Strategic Acquisition to Drive Navamedic’s Growth and Profitability
• In 2024, the business being acquired generated net sales of NOK 62 million.
• This acquisition is positioned as a key contributor toward Navamedic’s NOK 1 billion revenue target.
• It aligns with Navamedic’s strategy to expand its portfolio of proprietary products.
• The deal is expected to be accretive to gross margins, enhancing overall profitability.
• Once integrated into Navamedic’s platform, the acquisition is projected to generate significant operational synergies.
• Based on 2024 net sales, an annual EBITDA contribution of approximately NOK 25 million is anticipated.
• Navamedic expects this EBITDA contribution to grow in line with revenue growth over time.
“This acquisition gives us a strong strategic position in an important therapeutic area,” said Kathrine Gamborg Andreassen, CEO of Navamedic. “Addiction treatment is a growing therapeutic area with significant impact on people’s lives, and dne pharma’s products align well with our mission to deliver high-quality products where they are most needed.”
• The acquired business will be integrated into Navamedic’s existing commercial platform, allowing for rapid market access.
• This integration supports geographic expansion across the Nordic region and selected European markets.
• The acquired product portfolio aligns well with Navamedic’s:
• Significant operational synergies are expected, which will add value and enhance efficiency.
• The acquisition expands the range of products Navamedic fully owns, reinforcing the company’s long-term strategic goal of building a robust portfolio of proprietary products.
• The Acquisition will be financed through a combination of new debt in the amount of NOK 110 million from Nordea Bank Abp, filial i Norge (“Nordea”) and a rights issue as further described below (the “Rights Issue”).
• Navamedic will also be granted a bridge loan from Nordea enabling completion of the Acquisition before completion of the Rights Issue.
• Navamedic has appointed DNB Carnegie (a part of DNB Bank ASA) and Nordea Corporate Finance (a part of Nordea Bank Abp, filial i Norge) as managers for the Rights Issue.
• DNB Carnegie also serves as the financial advisor to Navamedic in connection with the Acquisition.
• Advokatfirmaet Thommessen AS has been engaged as Norwegian legal counsel to the Company for both the Acquisition and the Rights Issue.
• Completion of the Acquisition is conditional upon approval of the Rights Issue by an extraordinary general meeting of the Company to be held on 14th July, 2025 (the “EGM”) and is expected to occur on 15 July 2025.
• Navamedic has agreed to pay dne pharma a compensation of NOK 5 million in the event that Navamedic terminates the asset purchase agreement for the Acquisition due to lack of approval of the Rights Issue by the EGM.
• Navamedic’s Board of Directors has proposed a partially underwritten Rights Issue to raise gross proceeds of approximately NOK 110–130 million.
• The Rights Issue will offer preferential rights to existing shareholders.
• Kistefos AS, the company’s largest shareholder, has underwritten the minimum amount of NOK 110 million.
• The proceeds will be used to part-finance the Acquisition and support future growth.
• The Rights Issue is subject to approval at the upcoming Extraordinary General Meeting (EGM) and the publication of a Prospectus.
• Notice of the EGM, including proposed resolutions and detailed information on the Rights Issue, is expected to be sent to shareholders today.
• Navamedic ASA is a full-service provider of high-quality healthcare products to hospitals and pharmacies.
• Navamedic meets the specific medical needs of patients and consumers by leveraging its highly scalable market access platform, leading category competence and local knowledge.
• dne pharma is a Norwegian developer and distributor of addiction and pain therapies, including opioid substitution treatments and emergency overdose medications.
• Its portfolio supports public health efforts across Scandinavia and beyond.
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