Mehiläinen Yhtiöt Oy Announces Pricing of Senior Secured Notes Offering

THIS INFORMATION RELATES TO AN OFFERING OF SECURITIES OFFERED AND SOLD PURSUANT TO RULE 144A AND/OR REGULATION S (EXEMPTIONS FROM THE U.S. REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND IS ONLY DIRECTED AT QUALIFIED INSTITUTIONAL BUYERS UNDER RULE 144A OR OUTSIDE THE UNITED STATES OF AMERICA UNDER REGULATION S TO WHOM THE DISTRIBUTION OF THIS INFORMATION, WHETHER DIRECTLY OR INDIRECTLY, IS NOT OTHERWISE UNLAWFUL

Mehiläinen Yhtiöt Oy Announces Pricing of Senior Secured Notes Offering

HELSINKI, 12 June 2025 --Mehiläinen Yhtiöt Oy (the “Mehiläinen”) announced the pricing on 11 June 2025 of its offering of €350 million aggregate principal amount of its senior secured floating rate notes due 2032 (the “SSN Floating Rate Notes”) with a coupon of three-month EURIBOR, subject to a zero floor, plus 3.375% and €740 million aggregate principal amount of its 5.125% senior secured fixed rate notes due 2032 (the “SSN Fixed Rate Notes” and, together with the SSN Floating Rate Notes, the “Notes”). The Notes will be issued at an issue price of 100% in a private offering to qualified institutional buyers within the meaning of Rule 144A under the Securities Act and persons who are outside of the United States purchasing the Notes in an offshore transaction, within the meaning of Regulation S under the Securities Act.

Mehiläinen intends to use the proceeds from this offering to complete the previously announced acquisitions of Regina Maria and MediGroup, and to pay certain costs, expenses and fees related to this offering, the acquisitions and an equity contribution to be made by shareholders of Mehiläinen. If the acquisition of MediGroup is not completed for any reason following the acquisition of Regina Maria, Mehiläinen will use any excess proceeds for general corporate purposes. The gross proceeds of the Notes will initially be deposited into an escrow account and will be released in connection with the completion of the acquisition of Regina Maria. If the acquisition of Regina Maria is not consummated on or prior to 30 June 2026, the Notes will be redeemed at a redemption price equal to 100% of the issue price plus accrued and unpaid interest, and additional amounts, if any, from the issue date of the Notes to, but excluding the redemption date.

Contact Information

Mehiläinen Group
CFO Herkko Soininen
Contact via Communications Director Laura Martinsuo (laura.martinsuo@mehilainen.fi, +358 40 196 2892)

IMPORTANT INFORMATION

The information contained in this communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Mehiläinen has not registered, and does not intend to register, any portion of the securities in any of these jurisdictions.

This communication is not an offer of securities for sale in the United States. The securities referred to herein have not been registered under the Securities Act and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Mehiläinen does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States or elsewhere.

In member states of the European Economic Area and the United Kingdom, this communication (and any offer of the securities referred to herein if made subsequently) is only addressed to and directed at persons who are “qualified investors” within the meaning of Prospectus Regulation (EU) 2017/1129 (including as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018).

Manufacturer target market (EU MiFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs / UK PRIIPs key information document (KID) has been prepared as the securities are not available to retail in European Economic Area or the United Kingdom.

This communication does not constitute an offer of the securities to the public in the United Kingdom. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, and (iv) any other persons to whom it may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) to (iv) together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward Looking Statements

This press release includes in various places statements that are, or may deemed to be, “forward‑looking statements” within the meaning of the securities laws of certain jurisdictions. Words such as “believe”, “expect”, “anticipate”, “may”, “assume”, “plan”, “intend”, “will”, “should”, “estimate”, “risk” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. In addition, from time to time Mehiläinen or its representatives, acting in respect of information provided by Mehiläinen, have made or may make forward-looking statements orally or in writing and these forward-looking statements may be included in but are not limited to press releases (including on Mehiläinen’s website), reports to Mehiläinen’s security holders and other communications.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

ENDS

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