Flerie and Toleranzia Plan Merger to Privatize Toleranzia

On March 25, 2025, the Board of Directors of Flerie and Toleranzia jointly announced a strategic merger plan, aiming to enhance the future prospects of both companies. This merger is seen as a pivotal step to secure long-term financing and project success, particularly for Toleranzia's innovative drug candidate, TOL2, which targets myasthenia gravis, a rare autoimmune condition.

The driving force behind this merger is the approval Toleranzia received in February 2025 from the European Medicines Agency in Sweden and Germany to proceed with a first-in-human clinical trial for TOL2. This trial, a double-blind, randomized, placebo-controlled study, will explore the safety and initial efficacy of TOL2 in patients. The significant capital required for this trial underscores the necessity for the merger, which aims to provide the financial backing for Toleranzia's development efforts.

Flerie, which currently holds a majority stake in Toleranzia through its subsidiary Flerie Invest AB, recognizes the substantial advantages of transitioning Toleranzia to a private investment setting. This shift is expected to attract specialist investors who are more prevalent in private markets, thus enhancing the financial flow necessary for Toleranzia's continued growth and innovation.

Ted Fjällman, CEO of Flerie, expressed confidence in the merger's potential to bolster Toleranzia's projects and allow shareholders to benefit from Flerie's diverse investment portfolio. Similarly, Charlotte Fribert, CEO of Toleranzia, highlighted Flerie’s instrumental role as a majority owner and emphasized the merger's potential to secure favorable long-term financing conditions through Flerie’s extensive investor network.

The merger involves issuing new Flerie shares to Toleranzia shareholders at an exchange rate of 88:1, marking a premium valuation for Toleranzia's shares compared to recent market prices. This exchange not only values Toleranzia shares at approximately SEK 0.502 each but also provides Toleranzia shareholders with an economic stake in the newly formed entity, New Flerie.

Upon completion of the merger, slated for the third quarter of 2025, Toleranzia's operations will be managed through New Toleranzia, a subsidiary of Flerie Invest AB. The leadership team of Flerie will transition into equivalent roles in New Flerie, ensuring continuity and stability in management.

The merger, which requires approval from both companies' extraordinary general meetings, will be conducted under the Swedish Companies Act framework. Flerie will serve as the absorbing company, with Toleranzia as the absorbed entity. The strategic merger aims to leverage Flerie's established investor network to strengthen Toleranzia’s market position and growth prospects.

A critical aspect of the merger is the proposed share exchange ratio, which takes into account various valuation methods, including discounted cash flows and comparables, ensuring a fair value assessment. The merger consideration includes issuing approximately 1,037,649 new ordinary shares in Flerie, granting Toleranzia shareholders around 1.3% economic ownership in New Flerie.

In summary, the merger between Flerie and Toleranzia is a strategic maneuver aimed at securing the necessary capital and investor interest to advance Toleranzia's promising drug candidate, TOL2, while enhancing overall shareholder value. As both companies prepare for the merger's completion, they remain committed to maintaining operational continuity and maximizing the potential benefits for all stakeholders involved.