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Nightingale Health Ltd (“Nightingale” or the “Company”), a company offering a health data platform that detects disease risks, announces its intention to proceed with an Initial Public Offering (“IPO” or “Offering”) and listing of its shares on Nasdaq First North Growth Market Finland. With its health data platform, the Company connects the services of healthcare providers with the preventative health needs of individuals. In addition, the Company’s health data platform empowers individuals to take better actions to prevent diseases by allowing them access to disease risk information.

Nightingale in brief

Nightingale began its business operations in 2013. The Company’s health data platform is created by combining two strongly scientifically verified assets: a proprietary mass-scale blood analysis technology and the ability to comprehensively identify disease risks. The proprietary mass-scale blood analysis technology process starts with an NMR (Nuclear magnetic resonance) measurement of blood samples using scalable laboratory automation. The NMR measurement creates spectral data, which is further processed to concentrations of biomarkers (for example, millimoles per litre) using artificial intelligence, machine learning algorithms and state of the art software. The proprietary mass-scale blood analysis technology produces a comprehensive amount of highly accurate and repeatable biomarker results quickly, at a low cost, and on a mass scale.

The Company’s ability to detect holistically disease risks and preventative health needs is created by combining the biomarker data produced using the Company’s proprietary mass-scale blood analysis technology with extensive health outcome datasets.

The Company’s mission is to bring disease prevention and healthier life within everyone’s reach. The Company implements its mission by supporting healthcare service providers in better serving their customers’ preventative needs. Company’s health data platform combines the services of the healthcare providers to help consumers to improve their personal health and well-being. Additionally, the Company expects that it will benefit from the imminent global megatrend of consumers themselves wanting to manage and improve their personal health. The Company expects that its health data platform meets this demand and provides a completely new tool to take care of health for consumers interested in managing and improving their personal health.

Over the last five years, the Company has done analytical validation of its proprietary mass-scale blood analysis technology and medically validated the ability of its health data platform to detect diseases. The Company has analysed over one million samples in total and has established two laboratories in Finland and one laboratory in Japan as well as two cooperation laboratories in the United Kingdom and one in the United States. The Company has collaborated on research with over 120 academic institutions in over 20 countries, and its technology has been used in more than 300 medical publications. Today, having completed the main phase of research and development, the Company is embarking on its global commercialization phase.

Nightingale’s strategy

In order to reach its business targets described below, the Company has a two-part business strategy: to partner with the health industry providers and to reach consumers directly. In partnering with the health industry providers, the Company expects to utilise its health data platform to detect and connect the disease risks of individuals to the services offered by its healthcare partners for disease prevention.

In reaching customers directly, the Company expects to utilise its health data platform to provide individual health insights directly to customers via a mobile application, enabling early disease prevention.

Company intends to build a direct-to-consumer service, which has been recently accelerated by launching a pilot for its at-home blood testing. The Company expects that possibly tens of millions of potential customers, who will use the Company’s technology through its healthcare service provider partnerships, could benefit from at-home testing. In addition, the Company also expects it will target international consumers who are not customers of the Company’s healthcare partners.

The at-home blood testing capabilities can also be utilised in providing the Company’s health data platform directly to consumers as part of national health initiatives. An example of this is the recently announced deal between Nightingale and Estonian biobank, whereby Nightingale will analyse 200,000 samples from Estonian biobank and offer the participants information on their disease risks enabling the prevention of diseases. The health initiative in Estonia is aiming to take Nightingale’s technology potentially to nationwide use in Estonia.

Teemu Suna, CEO and Co-founder of Nightingale:

““Nightingale Health is a health technology company transforming preventive care. We envisage a world that focuses on keeping people healthy rather than just treating illnesses. By combining our pioneering blood-testing technology and the ability to detect future disease risks, we are creating a world-leading health data platform that enables preventative care with better information. Our aim is to empower the world with information on one’s own disease risks, to accelerate scientific discoveries, industry developments and to improve personal health for everyone.”

Timo Soininen, Chairman of the Board of Directors of Nightingale:

“Nightingale technology and business model is addressing the megatrend of preventative and consumer driven health in a novel way. Nightingale’s health data platform is a mass-market technology that can reach national level health initiatives as well as consumers directly all over the world with the at-home blood-testing capability. Nightingale’s health data platform is also a tool for the entire health industry to accelerate business around preventative health. Nightingale’s core team has built the company with exceptional entrepreneurial drive from ground up and I’m very enthusiastic to be part of the team.”

The Offering

Pursuing an IPO and listing is a natural and important next step for Nightingale, by which the Company expects to benefit from a broader shareholder base and to access international capital markets. The IPO is expected to support the Company’s growth strategy and strengthen the recognition and brand awareness among healthcare service providers and consumers and thus enhance Nightingale’s competitiveness and the awareness of its health data platform.

The contemplated Offering will primarily consist of new shares issued by the Company. As part of the IPO, the Company’s existing shareholders have agreed to a lock-up of their shares whereby shareholders holding less than 2.5% of the total number of shares or votes in the Company cannot sell any of their shares until 180 days after the completion of the IPO and shareholders holding at least 2.5% of the total number of shares or votes in the Company and the executive management team and members of the board of directors of the Company cannot sell any of their shares until 360 days after the completion of the IPO. The shares will be offered to qualified and institutional investors in Finland, Sweden, Denmark and internationally (excluding the U.S.) as well as to the general public in Finland, Sweden and Denmark. In Denmark and Sweden, the shares will be available only to Nordnet clients. All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act of 1933, as amended.

Gross proceeds from the new shares to be issued are expected to be no less than approximately EUR 100 million and will be used to support the Company’s growth strategy, by strengthening the Company’s international expansion, including investments in expanding the laboratory capacity, sales and marketing as well as R&D related especially to at-home blood testing and the expansion of databases relating to the prediction of disease risks.

AP4 – The Fourth Swedish National Pension Fund, DNCA Invest, certain funds managed by Sp-Fund Management Company Ltd and FIM Fenno Fund (together the “Cornerstone Investors”) have, subject to certain conditions, committed to participate in the Offering.

Full terms, conditions and instructions for the contemplated IPO and Offering, will be included in the prospectus that will be prepared by Nightingale in connection with the contemplated IPO and Offering. Should the Company decide to proceed with the Offering, the prospectus will be published on the Company’s website at www.nightingalehealth.com/ipo.

Advisers

Swedbank AB (publ) (in cooperation with Kepler Cheuvreux SA) acts as Sole Global Coordinator and Bookrunner in connection with the IPO. Borenius Attorneys Ltd acts as legal advisor to the Company whereas Krogerus Attorneys Ltd is legal advisor to the Sole Global Coordinator and Bookrunner. Hill+Knowlton Strategies is acting as communications adviser to Nightingale. Oaklins Merasco Oy will act as the Company’s Certified Adviser in accordance with the Nasdaq First North Growth Market Rulebook.

For further information, please contact:

Teemu Suna, CEO
teemu.suna@nightingalehealth.com

About Nightingale

Nightingale offers a health data platform that detects disease risk. With its health data platform, the Company connects the services of healthcare actors with the preventative health needs of individuals. In addition, the Company’s health data platform empowers individuals to take better actions to prevent diseases by allowing them access to disease risk information.

Important information

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States. Nightingale Health Ltd (the “Company”) will not register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or conduct an offering of securities in the United States based on an exemption from registration as provided in the Securities Act.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Swedbank AB (publ) or Kepler Cheuvreux SA assume no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, 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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland, Sweden and Denmark. With respect to each Member State of the European Economic Area other than Finland, Sweden and Denmark and which applies the Prospectus Regulation (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within 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) of the Order (all such persons 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.

Full terms, conditions and instructions for the contemplated IPO will be included in the prospectus that will be prepared by Nightingale Health Ltd in connection with the contemplated IPO. Should the Company decide to proceed with the Offering, the prospectus will be published on the Company’s website at www.nightingalehealth.com/ipo.

Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by Nightingale Health Ltd following approval and registration by the Finnish Financial Supervisory Authority and that will contain detailed information about the Company and management, as well as financial statements. This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval and registration by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus.

Swedbank AB (publ) is acting exclusively for the Company and no one else in connection with the contemplated IPO. Swedbank AB (publ) will not regard any other person as its client in relation to the IPO. Swedbank AB (publ) will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the IPO or any transaction or arrangement referred to herein.

Certain statements in this communication are “forward-looking statements”. Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company’s competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, such as development and commercialization of the Company’s health data platform, investments, the contemplated IPO and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology.

Forward-looking statements in this release are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company and the managers do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.