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Information regarding the proposed spin-off and listing of Tobii Dynavox

Below follows a brief summary of the rationale, timeline, terms, and conditions for the distribution and listing process of Tobii Dynavox. For more complete information, please refer to the information brochure, Tobii´s press releases, and EGM documentation.

Information brochure            Press release

Rationale

Since its inception 20 years ago, Tobii has built three strong divisions: Tobii Dynavox, Tobii Pro, and Tobii Tech. The divisions have grown and matured side-by-side and today all three are successful businesses. Over time, the synergies between Tobii Dynavox and the two other divisions have gradually diminished to a point where they are now very limited.

Tobii’s Board of Directors believes that a split of Tobii Group into two parts – one consisting of Tobii Dynavox and the other of a merger of Tobii Pro and Tobii Tech - has the potential to accelerate the long-term business growth and success of both entities, creating substantial shareholder value.

What does this mean for Tobii AB's shareholders?

Following the proposed spin-off, the former Tobii Group will be divided into two independent companies. For each share in Tobii, one share is received in Tobii Dynavox. Tobii will be a leader in eye tracking for volume markets (computers, computer accessories, VR, AR, and third-party integrations) as well as in eye tracking solutions for behavioral studies and include Tobii's current business areas Tobii Tech and Tobii Pro. Tobii Dynavox will be a global market leader in the development and sale of communication aids for people with disabilities.

Henrik Eskilsson CEO Tobii

“We believe the time is right to create two separate publicly listed companies. This will enable increased focus on fulfilling their individual missions and delighting customers. I am thrilled by the opportunity represented by the enhanced simplicity of two separate companies, each with teams who are more empowered and organizations that are even more agile than today.”

Henrik Eskilsson, CEO of Tobii

“The Board of Directors and Management have for many years seen a split as a natural evolution of the company to maximize potential and long-term shareholder value. By splitting Tobii, two clean-cut investment alternatives are formed, both with exciting futures and strong differentiated investor appeal.”

Kent Sander, Chairman of the Board of Directors of Tobii

Kent Sander, chairman of the board, Tobii

Tentative timeline

Tobii Dynavox spin off timeline

 

October 25 2021
Tobii's Board of Directors has recommended that an Extraordinary General Meeting (EGM) of Tobii votes to distribute all shares in Tobii Dynavox to the shareholders in Tobii.

End of 2021
Publication of Prospectus

End of 2021
Tobii intends to host a Capital Market Day which will include presentations of both Tobii Dynavox's and Tobii's businesses.

Around year's end 2021
Provided that the proposal is approved, the company plans to implement the dividend decision at an appropriate time after the Extraordinary General Meeting and the preparatory process is completed. On our current timeline, the boards ambition is that the record date, dividend of shares, and listing of Tobii Dynavox around year end 2021.

For more information about the timeline please refer to the information brochure.

FAQs

What is the reason for the distribution of ordinary shares in Tobii Dynavox?

Tobii’s Board of Directors believes that a split of Tobii Group into two parts – one consisting of the division Tobii Dynavox and the other of a merger of the two divisions Tobii Pro and Tobii Tech - has the potential to further accelerate the long-term business growth and success of both entities, and thereby create substantial shareholder value.

What are the terms of the distribution?

Any person who is registered as an ordinary shareholder of Tobii on the record date for the distribution is entitled to receive one ordinary share in Tobii Dynavox without consideration for each ordinary share held in Tobii.

Do I have to take any action to receive the distributed ordinary shares?

No, anyone registered (directly or through a nominee) as a shareholder of Tobii on the record date for the distribution will automatically receive ordinary shares in Tobii Dynavox.

When is the record date for the distribution?

The Board of Directors of Tobii has proposed that the Extraordinary General Meeting should authorize the Board of Directors to decide on the record date for the distribution of Tobii Dynavox. The record date is therefore not fixed as of the date of the Information Brochure but will be communicated subsequently. The record date is expected to be close to the listing of ordinary shares of Tobii Dynavox on Nasdaq Stockholm. If the Board’s proposal is approved, it is intended that the listing of Tobii Dynavox’s ordinary shares will take place on Nasdaq Stockholm in late 2021 or early 2022.

When will the prospectus be published and where can I find it?

A prospectus containing information about Tobii Dynavox and the risks associated with an investment in Tobii Dynavox ordinary shares will be published before Tobii Dynavox ordinary shares are admitted to trading on Nasdaq Stockholm. The prospectus will be made available for download on Tobii’s and Tobii Dynavox’s websites and can also be obtained in paper format at Tobii’s and Tobii Dynavox’s offices.

Will the distribution have any tax consequences for shareholders?

For private individuals and limited liability companies resident in Sweden for tax purposes, the distribution of shares in Tobii Dynavox will not give rise to any immediate taxation due to the application of the Lex Asea rules. By applying the Lex Asea rules, no Swedish withholding tax will be withheld in connection with the distribution of shares in Tobii Dynavox to persons who are subject to limited tax liability in Sweden.