Cortendo plc Announces Approved Prospectus and Exchange Offer

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Cortendo plc today announced that its board of directors had approved an exchange offer, to commence today, to acquire any and all issued ordinary shares of Cortendo AB (publ) ("Cortendo AB”) in exchange for beneficial interests in ordinary shares of Cortendo plc in the form of depositary receipts (or, in the case of certain holders located in the United States, in exchange for cash, as further described below).

Cortendo plc is a newly incorporated Irish public limited company that was incorporated on behalf of Cortendo AB for purposes of effecting a redomiciliation of the Cortendo group’s ultimate parent company from Sweden to Ireland. If the exchange offer is successful, Cortendo plc will become the ultimate parent company of the Cortendo group, and Cortendo AB will become a subsidiary of Cortendo plc. Cortendo plc believes that the redomiciliation from Sweden to Ireland will have the effect of facilitating tax-efficient allocations of capital within the Cortendo group and permitting tax-efficient returns of capital to its shareholders. Furthermore, Cortendo plc believes that certain features of Irish company law will enable it to operate more flexibly and efficiently.

Following completion of the exchange offer, Cortendo plc intends to apply for listing on the NOTC. As previously announced, Cortendo plc also plans to conduct an initial public offering in the United States. Following the initial public offering, should it be successfully completed, Cortendo plc intends to delist from the NOTC (if the shares at such time are listed on the NOTC). Assuming that Cortendo plc becomes the owner of more than 90% of the issued ordinary shares of Cortendo AB, Cortendo plc intends to initiate a compulsory acquisition procedure in respect of the remaining issued ordinary shares in Cortendo AB under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

The Central Bank of Ireland has approved the prospectus dated August 7, 2015 that has been prepared in connection with the exchange offer (the "Prospectus”). The Prospectus has been passported to Norway in accordance with section 7-9 of the Norwegian Securities Trading Act. Cortendo plc will mail the Prospectus, including an exchange offer acceptance form, to all eligible Cortendo AB shareholders with known addresses on or about Monday, August 10, 2015. These documents are also available on Cortendo AB’s website at www.cortendo.com.

The terms and conditions of the exchange offer, as further set out in the Prospectus, include the following:

• The offer period for the exchange offer will commence today August 7, 2015 and end on at 12:00 midnight at the end of September 3, 2015 (one minute after 11:59 p.m., New York City time, on September 3, 2015), unless extended in accordance with the terms set forth in the Prospectus.

• Completion of the exchange offer is conditional upon the following: (1) That the Cortendo AB shares that have been validly tendered and not withdrawn from the exchange offer represent more than 90% of all Cortendo AB shares in issue at the expiration of the offer period or any extension of the offer period; and (2) That no court or governmental authority shall have issued a decision or an order preventing, prohibiting or declaring illegal the consummation of the exchange offer.

• All shareholders in Cortendo AB will receive one share in Cortendo plc (represented by a beneficial interest in Cortendo plc in the form of a Norwegian depositary receipt or a Swedish depositary receipt) for every share in Cortendo AB validly tendered and not withdrawn, except that holders located in the United States who are not "accredited investors,” as that term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act”), will receive cash in an amount equivalent to the value of one Cortendo plc share for each Cortendo AB share validly tendered and not withdrawn.

As described in the Prospectus, the board of directors of Cortendo AB has unanimously recommended that its shareholders accept the exchange offer. The Prospectus includes information on how to proceed in order to accept the exchange offer. The Prospectus should be referred to for important information about the exchange offer, Cortendo plc and relevant risk factors. DNB Bank ASA is acting as the Norwegian receiving agent in connection with the exchange offer and its Swedish branch, DNB Bank ASA, filial Sverige, is acting as the Swedish receiving agent in connection with the exchange offer. Arctic Securities AS is acting as solicitation agent for the exchange offer.

About Cortendo AB

Cortendo AB is a biopharmaceutical company incorporated in Sweden and based in the United States. Cortendo AB's strategic focus is to be a leader in commercializing innovative medicines for rare endocrine disorders and other rare diseases. Cortendo AB’s lead product candidate, COR-003 (levoketoconazole), is a cortisol inhibitor that is currently being studied in the global Phase 3 trial for the treatment of endogenous Cushing’s syndrome. COR-003 (levoketoconazole) has received orphan designation from both the European Medicines Agency and the U.S. Food and Drug Administration. Cortendo recently expanded its rare endocrine disease franchise with the completion of transactions for two late-stage assets: COR-004, a novel second-generation antisense compound, which is in clinical development for acromegaly and designed to block the synthesis of growth hormone receptor (GHr) thereby reducing levels of insulin-like growth factor-1 (IGF-1) in the blood; and COR-005, a next-generation somatostatin analog (SSA) with a unique receptor affinity profile, being investigated for the treatment of acromegaly, with potential additional applications in Cushing’s Syndrome and neuroendocrine tumors. Cortendo AB's intent is to independently commercialize its orphan/endocrine assets in key global markets.

Disclaimers

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced 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 law of any such jurisdiction. In particular, the securities referenced in this press release have not been, and will not be, registered under the Securities Act or under the securities laws of any U.S. state and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities to be offered in the exchange offer may only be offered or sold (1) outside the United States to eligible holders in offshore transactions in accordance with Regulation S under the Securities Act or (2) within the United States to U.S. accredited investors in accordance with Section 4(a)(2) of the Securities Act and under Rule 506(c) promulgated thereunder or another exemption from registration requirements of the Securities Act. Cortendo plc does not intend to register any portion of the offering described in this press release in the United States or conduct a public offering of such securities in the United States.

Neither this press release nor any copy of it may be released in any jurisdiction in which such distribution would be unlawful or would require registration of securities or other measures. The distribution of this announcement into other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

Any offering of securities will be made to investors in any EEA Member State by means of a prospectus (prepared in compliance with the laws of Ireland) that may be obtained from Cortendo plc. This press release is an advertisement and not a prospectus for purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive”). A prospectus has been published by Cortendo plc in connection with the exchange offer between Cortendo plc and Cortendo AB and is available on Cortendo AB’s website at www.cortendo.com. Investors should not subscribe for any securities referred to in this press release except solely on the basis of information contained in the prospectus published in connection with the exchange offer. In any EEA Member State other than Norway that has implemented the Prospective Directive, this communication is only addressed to and is only directed at investors who can receive the exchange offer without an approved prospectus in such EEA Member state.

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this press release, including statements regarding the success and consequences of the exchange offer, are forward-looking statements. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause the Cortendo plc’s or the Cortendo group’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The words "anticipate,” "assume,” "believe,” "contemplate,” "continue,” "could,” "estimate,” "expect,” "goal,” "intend,” "may,” "might,” "objective,” "plan,” "potential,” "predict,” "project,” "positioned,” "seek,” "should,” "target,” "will,” "would,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations, estimates, forecasts and projections and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors.

Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements made in this press release. As a result, any or all of the forward-looking statements in this press release may turn out to be inaccurate. Cortendo plc or the Cortendo group may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and investors should not place undue reliance on these forward-looking statements. Moreover, Cortendo plc operates in a highly competitive and rapidly changing environment in which new risks often emerge. It is not possible for Cortendo plc’s management to predict all risks, nor can Cortendo plc assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Cortendo plc may make. Cortendo plc’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments the Cortendo group may make. The forward-looking statements contained in this press release are made as of the date of this press release, and Cortendo plc does not assume any obligation to update any forward-looking statements except as required by applicable law.

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