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Modulight Corporation (“Modulight” or the “Company”), a Finnish high-technology company, that has more than 20 years of experience operating in the field of advanced technologies, such as medical devices, semiconductors, lasers, and gene sequencing as well as many other fields of technology, announces the subscription price for the share issue and share sale in connection with its contemplated initial public offering (the “Offering”) and further information on the contemplated listing. The Company announced on 9 September 2021 that it is contemplating a listing of its shares on Nasdaq First North Growth Market Finland (the “Listing”). The Company has submitted the Finnish language prospectus (the “Prospectus”) related to the Offering to the Finnish Financial Supervisory Authority for approval. The Prospectus is expected to be published today, 17 September 2021, subject to approval by the Finnish Financial Supervisory Authority.

The Offering in brief

The subscription price of the Offering is EUR 6.49 per share (the “Subscription Price”).The Company aims to raise gross proceeds of approximately EUR 60 million by offering new shares in the Company for subscription (the “New Shares”) (the “Share Issue”). The Company will offer a maximum of 9,244,993 New Shares of the Company for subscription in the Share Issue.In addition to the Share Issue, certain shareholders (the “Sellers”) will preliminarily offer a maximum of 2,928,905 existing shares of the Company (the “Sale Shares”) for purchase (the “Share Sale”).The market capitalization of the Company would be approximately EUR 277 million based on the Subscription Price and the number of shares after the completion of the Offering (assuming that Danske Bank A/S, Finnish Branch (“Danske Bank”), acting as the stabilizing manager, exercises the Over-Allotment Option (as defined below) in full).The Offering consists of (i) a public offering to private individuals and entities in Finland (the “PublicOffering”) and (ii) an institutional offering to institutional investors in Finland and internationally in accordance with applicable laws outside the United States (the “Institutional Offering”).The Company is expected to grant Danske Bank as the stabilizing manager (the “Stabilizing Manager”) an over-allotment option, which would entitle Danske Bank to subscribe for up to 1,826,084 additional new shares in the Company (the “Optional Shares”) at the Subscription Price solely to cover over-allotments in connection with the Offering (the “Over-Allotment Option”). The Over-Allotment Option would be exercisable within 30 days from the commencement of trading in the shares of the Company on First North Growth Market Finland.Danske Bank and the Company are expected to agree on a share issue and redemption arrangement related to the stabilization in connection with the Offering. Pursuant to such arrangement, Danske Bank may subscribe for a number of new shares in the Company (the “Additional Shares”) equal to the maximum number of Optional Shares to cover any possible over-allotments in connection with the Offering. If the Stabilizing Manager subscribes for Additional Shares, it must return an equal number of shares to the Company for redemption and cancellation. Unless the context otherwise requires, the New Shares, the Sale Shares and the Additional Shares will be collectively referred to as the “Offer Shares”.The cornerstone investors set out below (together the “Cornerstone Investors”) have each given subscription undertakings in relation to the Offering, under which the Cornerstone Investors commit, subject to certain conditions, to subscribe for Offer Shares in the contemplated Offering at the Subscription Price for a total of EUR 61.5 million provided that the valuation of all outstanding shares in the Company prior to the Share Issue does not exceed EUR 205 million. The following Cornerstone Investors have committed to subscribe for Offer Shares: Certain funds managed by Didner & Gerge Fonder AB, Evli Fund Management Company Ltd, Mandatum Asset Management Ltd, SEB Investment Management AB, Swedbank Robur AB and Teknik Innovation Norden Fonder AB (TIN Fonder) respectively as well as Varma Mutual Pension Insurance Company.A maximum of 9,244,993 New Shares (assuming that the Over-Allotment Option is not exercised) and a maximum of 11,071,077 New Shares (assuming that the Over-Allotment Option is exercised in full) may be issued in the Offering. The Offer Shares represent a maximum of approximately 29.8 per cent of all shares in the Company after the Offering, assuming that Sellers sell a maximum number of Sale Shares and that the Over-Allotment Option is not exercised (approximately 32.9 per cent of the shares, assuming that the Sellers sell the maximum number of Sale Shares and that the Over-Allotment Option is exercised in full). As a result of the Offering, the number of shares may increase to a maximum of 42,616,936 shares (assuming that the Over-Allotment Option is exercised in full).The value of the Offering is approximately EUR 79 million, assuming that the Offering is subscribed in full, the Sellers sell the maximum number of Sale Shares and that the Over-Allotment Option will not be exercised, or approximately EUR 91 million assuming that the Over Allotment Option is exercised in full.The Company, the Sellers and Jyrki Liljeroos, who is an existing shareholder of the Company, have, subject to certain exceptions, committed to lock-up provisions that expire after 180 days from the Listing and commencement of trading for the Company and 720 days after the Listing and commencement of trading for the Sellers and Jyrki Liljeroos. Furthermore, the members of the Management Team and the Board of Directors of the Company, including the new board members whose election is conditional on the completion of the Listing, have, subject to certain exceptions, committed to lock-up provisions that expire after 720 days from the Listing and the commencement of trading.In order to engage the Company's key persons in the Company's business, in September 2021 the Company carried out a directed share issue in which such key persons of the Company who subscribed for shares have, subject to certain exceptions, committed to lock-up provisions that expire after 720 days from the Listing and the commencement of trading. The subscribed shares in the share issue are additionally subject to a fixed-term redemption clause, during which the shares subscribed for in the issue may not be sold, transferred, or otherwise conveyed, pledged, or given as collateral.The subscription period for the Offering will commence on 20 September 2021 at 10:00 a.m. (Finnish time). The subscription period for the Public Offering will end on or about 28 September 2021 at 4:00 p.m. (Finnish time). The subscription period for the Institutional Offering will end on or about 30 September 2021 at 12:00 p.m. (Finnish time). The Offering may be discontinued at the earliest on 27 September 2021 at 4:00 p.m. (Finnish time).Trading in the shares on First North Growth Market Finland is expected to commence on or about 1 October 2021.The Finnish language Prospectus and its English language translation will be available on or about 17 September 2021.

Seppo Orsila, CEO of Modulight and the Chairman of the Board of Directors:

“We believe that Modulight’s technology opens up numerous possibilities in e.g. oncology, genetics and personalized medicine. The listing gives us an opportunity to continue on a growth path and build a strong foundation to reach our long-term business and financial goals set by the Board. At the same time, we are happy that so many Finnish and international cornerstone investors have decided to take part in Modulight’s initial public offering. We expect that becoming a listed company will help us to both drive our strategy and to fight cancer for the benefit of the patients.”

The background and reasons for the Listing

The objective of the Offering and Listing is to enable the implementation of the Company’s growth strategy and to continue and accelerate investments.

The Offering and the Listing are expected to increase the general interest of investors, business partners and customers towards Modulight as well as to enhance the Company’s ability to attract and retain key personnel. Furthermore, the Offering will provide the Company with an access to capital markets and it is expected to broaden the Company’s ownership base with Finnish and international investors as well as to allow a liquid market for the Company’s shares.

In addition, the Offering offers an opportunity for shareholders selling Sale Shares to realize part of their investment and the opportunity to trade their shares on First North.

Details of the Offering

Up to 800,000 Offer Shares are preliminarily offered in the Public Offering. Preliminarily up to 13,199,982 Offer Shares are offered in the Institutional Offering. The offered and sold Offer Shares in the Offering represent approximately up to 32.9 per cent of the shares after the Offering assuming that all the preliminarily offered Offer Shares in the Offering are subscribed for in full and that the Over-Allotment Option is exercised in full.

Certain funds managed by Didner & Gerge Fonder AB, Evli Fund Management Company Ltd, Mandatum Asset Management Ltd, SEB Investment Management AB, Swedbank Robur AB and Teknik Innovation Norden Fonder AB (TIN Fonder) as well as Varma Mutual Pension Insurance Company have, subject to certain conditions, committed to participate in the Offering and to subscribe for shares at the Subscription Price for a total of EUR 61.5 million, provided that the valuation of all outstanding shares in the Company prior to the Share Issue at the Subscription Price does not exceed EUR 205 million.

In connection with the Offering, the Company is expected to grant Danske Bank acting as Stabilizing Manager an Over-Allotment Option. The Over-Allotment Option is exercisable within 30 days from the commencement of trading of the Shares on the First North Growth Market Finland (which period is expected to be from 1 October 2021 through 30 October 2021). The Optional Shares represent approximately 4.3 per cent of the Shares after the Offering assuming that the Company will issue 9,244,993 New Shares and that the Sellers sell a maximum number of Sale Shares. However, the Optional Shares shall not exceed 15 per cent of the combined total number of New Shares and Sale Shares.

Prior to the Offering, the shares of the Company have not been traded on any regulated market or multilateral trading facility. The Company intends to submit a listing application to list the Shares on the First North Growth Market maintained by Nasdaq on 20 September 2021. Trading in the shares is expected to commence on or about 1 October 2021. The trading symbol of the shares would be “MODU”.

Publication of the Finnish Prospectus

The Prospectus will be available on the Company’s website at www.modulight.com/listautuminen and on the Sole Global Coordinator and Bookrunner’s website at www.danskebank.fi/modulight on or about 17 September 2021. The unofficial English translation of the Prospectus will be available on or about 17 September 2021 on the Company’s website at www.modulight.com/ipo. In addition, the Prospectus will be available as a printed copy on or about 17 September 2021 at the Company office at Hermiankatu 22, FI-33720 Tampere, Finland as well as on or about 20 September 2021 at Nasdaq Helsinki at Fabianinkatu 14, FI-00130 Helsinki, Finland at office hours.

Preliminary schedule

The Finnish language Prospectus will be published on or about 17 September 2021.The subscription period of the Offering commences on 20 September 2021 at 10:00 a.m. (Finnish time).The Offering may be discontinued at the earliest on 27 September 2021 at 4:00 p.m. (Finnish time).The subscription period of the Public Offering ends on or about 28 September 2021 at 4:00 p.m. (Finnish time).The subscription period of the Institutional Offering ends on or about 30 September 2021 at 12:00 p.m. (Finnish time).Announcement of the final results of the Offering will be published on or about 30 September 2021.Offer Shares subscribed for in the Public Offering will be registered in the investors’ book-entry accounts on or about 1 October 2021.Trading in the shares commences on the First North Growth Market Finland on or about 1 October 2021.The Offer Shares offered in the Institutional Offering are ready to be delivered against payment through Euroclear Finland on or about 5 October 2021.

Advisors

Danske Bank A/S, Finland Branch acts as Sole Global Coordinator and Bookrunner in connection with the Offering. Borenius Attorneys Ltd acts as legal advisor to the Company and Krogerus Attorneys Ltd acts as legal advisor to the Sole Global Coordinator and Bookrunner. Miltton Oy acts as communications advisor to the Company.

For further information, please contact:

CEO Seppo Orsila m. +358 40 830 4671
Finance Director Ancuta Guina m. +358 40 830 4674
IR: Ulla Haapanen m. +358 40 830 4676
E-mail: ir@modulight.com

www.modulight.com
Twitter: @modulight, @orsila

DISCLAIMER

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 Modulight Corporation. (the “Company”) does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended, or to offer securities to the public in the United States.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Danske Bank A/S, Finland Branch 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.

In the contemplated Offering, the Sole Global Coordinator and Bookrunner acts exclusively for the Company and for no one else and will not regard any other person as a client in connection with the contemplated Offering. The Sole Global Coordinator and Bookrunner will not be responsible to any other person for providing the protections afforded to its respective client, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.

The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland 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 Offering are included in the prospectus prepared by Modulight Corporation in connection with the contemplated Offering. The prospectus will be published on the Company’s website at www.modulight.com/listautuminen and its unofficial English translation at www.modulight.com/ipo.

Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus published by Modulight Corporation. The prospectus contains detailed information about the Company and its management, as well as financial information. 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.

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, investments, the contemplated initial public offering 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 actualize. 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.

Contacts

CEO Seppo Orsila m. +358 40 830 4671
CFO Anca Guina m. +358 40 830 4674
IR Ulla Haapanen m. +358 40 830 4676
Email: ir@modulight.com

Modulight

Modulight Corporation is a leading laser technology company that designs and provides lasers and solutions for medical and biomedical applications as well as for selected high value-added niches. The Company offers related equipment, software, and services to medical and technology companies and target markets around the globe. Modulight's products are used worldwide by many Fortune 500 companies, pharmaceutical companies, and well-known cancer centers and universities. Modulight's revenue was EUR 10 million in 2020 and the Company employs approximately 70 people. Modulight was founded in 2000 and is headquartered in Tampere, Finland. www.modulight.com

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Press Release Modulight Corporation Announces The Subscription Price For Its Contemplated First North Offering