Capinordic A/S acquires BioFund Management Oy - one of the leading Nordic managers within the life sciences

Translation 
This text has been prepared in Danish and in English. In case of discrepancies,
the Danish text will prevail. 

Company Announcement No. 44/2007

12 November 2007

Capinordic A/S acquires BioFund Management Oy
- one of the leading Nordic managers within the life sciences

Summary
Capinordic A/S acquires BioFund Management Oy (BioFund) - one of the leading
Nordic managers of life sciences investments. The acquisition is subject to the
completion of a satisfactory due diligence review. 
The acquisition of BioFund will make Capinordic A/S a notable provider of life
science investment products. Future collaboration with the other Group
subsidiaries will enable BioFund to expand its existing business substantially,
and the existing subsidiaries of the Group will be able to offer investments in
the very attractive life sciences market. 
The acquisition price has been fixed at DKK 67 million, of which about DKK 23
million is payable in cash. The remainder is payable in 1,918,636 shares of a
nominal value of DKK 0.50. The subscription price has been fixed at DKK 22.73.

Who is BioFund
BioFund is the manager of the portfolios of a number of life science venture
funds with a total commitment of EUR 198.4 million. Through these venture
funds, BioFund has invested in 47 companies, mainly in the Nordic countries,
but also in the rest of Europe and North America. Since its start in 1997, the
portfolio has generated attractive returns from the investee companies and has
accomplished many international exits. The current portfolio comprises 18
companies. 
BioFund was founded in 1997 and has consistently applied its investing
philosophy over periods with very fluctuating economic conditions.
As an investor, BioFund is very active and assists the investee companies in
realising their growth strategies. Due to its in-depth experience in
investments in the life sciences, BioFund is an internationally
well-established and recognised adviser. 
The company currently has 11 employees and recorded a profit before tax of EUR
870 thousand in 2006. Biofund has offices in Helsinki and Turku as well as in
Copenhagen. 

Diverse portfolio
The portfolio is composed of a wide range of companies within the life
sciences. The portfolio diversification is achieved by investing in different
sectors and in companies at different growth stages, thereby diversifying the
risk while optimising the earnings profile. 

BioFund OY thus invests in medtech, cleantech, pharmaceuticals as well as
nutrition. 

The portfolio includes Egalet A/S, Exiqon A/S, Santaris A/S, BioTie Oy, Forchem
Oy, Fibrogen Inc, Paratek Inc, Inion Ltd and many other small companies such as
Chempaq A/S, Ilochip A/S, FIT Biotech Oy, Cellartis AB and SpinX Inc.

Moreover, the diversification of the portfolio makes it possible to exploit
market developments when choosing an exit strategy.

Exits among BioFund's former investments include seven international 'trade
sales', six international IPOs and five mergers. In addition, the very active
investment policy of BioFund has generated a number of spin-offs and
turn-arounds for the portfolio companies. 

In accordance with IFRS 3, BioFund will become included in the consolidated
financial statements as from the date of closing. Accordingly, Capinordic finds
no reason at present to revise the Company's announced expectations of a profit
before amortisation, depreciation, impairment and tax at a level of DKK 150
million. 

Launch of BioFund Ventures IV
At the end of 2008, BioFund will launch the fund BioFund Ventures IV. In that
connection, BioFund expects to raise mandates for up to EUR 150-200 million. 
The fund is expected to invest in a total of 10-15 companies, initial
investments ranging between EUR 2 million and EUR 6 million. The investment
profile will be as follows: 
- MedTech: 20-40%
- Cleantech: 20-40%
- Pharma: 20-40%
- Nutrition: 5-10%

50-80% of which will be invested in Nordic companies. The annual return is
expected to average 25%.

Life sciences and venture funds
As BioFund has advised almost 50 portfolio companies, BioFund is today
internationally recognised and has established a considerable European network.
BioFund may be classified as one of the leaders within life sciences
investments in the Nordic region. 
Life sciences investments are characterised by an attractive risk/return
profile. Denmark and the other Nordic countries have a strong position within
the life sciences. The market is expected to show notable growth in the coming
years, both within prevention and treatment. This expectation is based
primarily on the increase in lifestyle diseases and the ageing population.
Expectations of the development in the cleantech field are based on the climate
development seen and the general market trend within renewable energy. 
In the coming years, the venture fund sector, particularly within life sciences
funds, is expected to undergo consolidation. In this consolidation process,
BioFund will have a strong position both by virtue of being a Nordic market
leader and through its comprehensive European network and by the strengthening
expected to result from the integration in the Capinordic Group. 

BioFund in Capinordic
BioFund will be included in the Capinordic Group as a subsidiary. The company
will continue its business concept and retain its existing management, and the
powers of decision, etc., will also remain with BioFund.
The acquisition of BioFund will make Capinordic A/S a notable provider of life
science investment products. Future collaboration with the other Group
subsidiaries will enable BioFund to expand its existing business substantially,
and the 
existing subsidiaries of the Group will be able to offer investments in the
attractive 
life sciences market. 

In addition to a substantial deal flow, the Capinordic Group can offer BioFund
further corporate finance expertise in connection with the implementation of
portfolio investments and in exiting the investments. 

As BioFund is today an internationally recognised investor within the life
sciences, the Capinordic Group, with BioFund as part of its product range, will
establish a landmark in Scandinavia within investments in the life sciences. 

Acquisition price 
The acquisition price has been fixed at DKK 67 million, of which about DKK 23
million is payable in cash. The remainder is payable in 1,918,636 shares of a
nominal value of DKK 0.50. The subscription price has been fixed at DKK 22.73
and has been calculated as a weighted average of the market price from 26
October until 8 November 2007, both days included. 

The acquisition comprises 100% of the voting rights in BioFund and 25% of the
'Carried Interest Shares' of the company. To enhance the incentive to maintain
the positive development in BioFund among the selling shareholders, it has been
agreed that the shares paid as part of the acquisition price will be subject to
a three-year lock-up period, the shares being released in three portions of one
third once a year. It has further been agreed that the seller will receive
between DKK 7 
million and DKK 22 million in accordance with performance-dependent set goals. 

Capital increase
As part of the completion of the agreement, the Supervisory Board of Capinordic
A/S will exercise the authority granted at the Company's extraordinary general
meeting on 20 June 2006 to issue the new shares related to the acquisition of
BioFund by way of noncash contribution. Upon registration of the above non-cash
contribution, the total share capital will amount to DKK 60,404,448 divided
into 120,808,896 shares of DKK 0.50 each, corresponding to an aggregate
increase of the Company's nominal share capital of 1.61%. The share capital of
the Company will develop as follows: 

Keops A/S * 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:14,794,018
Voting rights (%):12.44%

After capital increase
Number of shares at a nominal value of DKK 0.50:14,794,018
Voting rights (%): 12.25%

SL Nordic Holding ApS * 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:8,728,366
Voting rights (%):7.34%

After capital increase
Number of shares at a nominal value of DKK 0.50:8,728,366
Voting rights (%): 7.22%

Erik Damgaard Portefølje Invest A/S a.o.** 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:8,126,924
Voting rights (%):6.84%

After capital increase
Number of shares at a nominal value of DKK 0.50:8,126,924
Voting rights (%):6.73%

Synerco ApS * 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:7,737,598
Voting rights (%):6.51%

After capital increase
Number of shares at a nominal value of DKK 0.50:7,737,598
Voting rights (%):6.40%

Bryde Gruppen ApS *** 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:7,739,540
Voting rights (%):6.51%

After capital increase
Number of shares at a nominal value of DKK 0.50:7,739,540
Voting rights (%):6.41%

NCap ApS **** 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:7,230,700
Voting rights (%):6.08%

After capital increase
Number of shares at a nominal value of DKK 0.50:7,230,700
Voting rights (%):5.99%

DKA Consult ApS a.o.***** 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:6,611,787
Voting rights (%):5.56%

After capital increase
Number of shares at a nominal value of DKK 0.50:6,611,787
Voting rights (%):5.47%

Others****** 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:57,921,327
Voting rights (%):48.72%

After capital increase
Number of shares at a nominal value of DKK 0.50:59,839,963
Voting rights (%):49.53% 

Total 

Before capital increase 
Number of shares at a nominal value of DKK 0.50:118,890,260
Voting rights (%):100.00%

After capital increase
Number of shares at a nominal value of DKK 0.50:120,808,896
Voting rights (%):100.00% 

*According to the most recent notice concerning major shareholders.
**Erik Damgaard Nielsen of the Supervisory Board is a shareholder and the CEO
of the company. A.o. comprises related persons. 
***The company is owned by Steen Bryde, Executive Manager.
****The company is owned by Ole Vagner, member of the Supervisory Board.
*****The company is owned by Lasse Lindblad, CEO. A.o. comprises DKA Invest
ApS, which is part of the DKA Group. The DKA Group is owned by Lasse Lindblad,
CEO. 
****** Shareholders owning less than 5% of the share capital of the Company.

The capital increase is effected through the partial exercise by the
Supervisory Board of the authority provided in Article 8 of the Company's
Articles of Association, according to which the Supervisory Board is
authorised, until 20 April 2012, to carry out one or more increases of the
share capital by subscription for new shares of up to a nominal amount of DKK
25,000,000, corresponding to 50,000,000 shares of DKK 0.50 each. 

After implementation of the issue, the Supervisory Board is thus authorised to
increase the share capital by up to a nominal amount of DKK 9,377,935.

The new shares carry the same rights as the other shares and accordingly
entitle their holders to dividends and other rights in the Company (cf. Article
8 of the Articles of Association) from the date of registration of the share
capital increase with the Danish Commerce and Companies Agency. An application
for admission of the new shares to trading on the OMX Nordic Exchange
Copenhagen in accordance with the relevant rules will be submitted after the
capital increase has been registered with the Danish Commerce and Companies
Agency. 

The capital increase is carried out without any pre-emptive rights for existing
shareholders.

Time schedule
The acquisition is subject to a satisfactory due diligence review, which is
expected to be completed before 21 December 2007. 
The shares to be issued as part of the payment of the acquisition price will be
sought admitted to trading on the OMX Nordic Exchange Copenhagen as soon as
possible. 

Yours sincerely
Lasse Lindblad
CEO

For further information, please contact:
Lasse Lindblad, CEO
+45 8816 3000,
+45 4094 0708
info@capinordic.com