Under the investment agreement concluded with Auxilius Pharma, the parties agreed on an issue price of PLN 4.20 per NanoGroup share. Auxilius Pharma shareholders will subscribe for NanoGroup shares at this price as part of the planned share exchange.

As part of the transaction, Auxilius Pharma shareholders will subscribe for newly issued NanoGroup shares at an issue price of PLN 4.20 per share. On this basis, the exchange ratio has also been established at 11.2 NanoGroup shares for each Auxilius Pharma share. The transaction will be cashless.

The PLN 4.20 per-share issue price was established on the basis of an independent fair value assessment of NanoGroup prepared for the purposes of the transaction. According to a report prepared by a specialised advisory firm, NanoGroup’s fair value was estimated at PLN 175.2–183.0 million, corresponding to PLN 4.11–4.29 per share. The PLN 4.20 price adopted in the investment agreement falls in the middle of this range and reflects the fair value determined by an independent expert. Consequently, NanoGroup’s value adopted for the purposes of the transaction amounts to PLN 179,041,749.60.

An independent valuation of Auxilius Pharma was carried out in a similar manner. Its fair value was estimated at approximately PLN 109.2 million, corresponding to a price of PLN 47.04 per Auxilius Pharma share and providing the basis for determining the exchange ratio between the two companies.

Importantly, the transaction’s economic terms are not merely the result of negotiations between the parties. They are based on independent fair value assessments prepared by a specialised adviser and have undergone additional verification by an independent auditor.

The valuations were prepared using the risk-adjusted net present value (rNPV) method, which discounts cash flows while accounting for the probability of success. This method is commonly used for biotechnology projects and takes a bottom-up approach to market estimation, starting with the projected patient population while accounting for scientific and regulatory risks.

The planned share exchange means that Auxilius Pharma shareholders have agreed to subscribe for NanoGroup shares at a price of PLN 4.20 per share, becoming NanoGroup shareholders on terms reflecting the independently determined fair value of both companies. The transaction parameters therefore reflect a market-based assessment of the current value of both entities and provide a solid foundation for building a combined biotechnology group.