Synektik edges closer to demerger as Syn2bio files prospectus with KNF

Syn2bio – the newly incorporated company to which Synektik intends to transfer its cardiac-tracer research programme and the future commercialisation of this innovative radiopharmaceutical with global sales potential – has submitted its prospectus to the Polish Financial Supervision Authority (KNF). The filing marks a significant milestone in Synektik’s process to separate into two independent companies. The prospectus has been prepared in connection with the planned issue of demerger shares in Syn2bio, to be allotted to Synektik shareholders. Both companies will be listed on the Warsaw Stock Exchange. The Management Board aims to finalise the separation in the first half of 2026.

– ‘We are executing, step by step, on our strategy to separate Synektik into two focused companies with distinct business models and investor appeal. Moving the cardiac-tracer programme – our flagship, globally competitive R&D initiative – into Syn2bio will unlock access to targeted funding pools. It will also enable us to time the commercialisation of the cardiac tracer to the most favourable point – following successful completion of Phase III clinical trials, or even after marketing authorisations for the finished product have been obtained from the FDA and EMA,’ – says Cezary Kozanecki, founder and CEO of Synektik.

– ‘For Synektik, whose results have until now reflected the significant R&D burden of this project, the separation will enable higher underlying profitability and support a more attractive dividend profile. Creating two pure-play entities will give investors clearer valuation markers and the ability to assess each business on its own merits. Over time, we believe this will drive meaningful value accretion,’– he adds.

The logic behind the two-company structure

Synektik is a provider of advanced medical technology solutions, spanning innovative medical devices and proprietary software, and a leading Polish manufacturer of radiopharmaceuticals. Under the planned reorganisation, Syn2bio will assume responsibility for the segment of the Group’s R&D platform dedicated to novel pharmaceutical molecules – most notably the cardiac tracer, an innovative radiopharmaceutical for myocardial perfusion imaging and the diagnosis of coronary artery disease.

The cardiac tracer is Synektik’s flagship development asset with global commercial potential. The Company holds exclusive worldwide manufacturing and commercial rights; it is protected by patents in key markets including Europe and Japan, and U.S. patent protection is pending. Synektik has already completed Phase I and Phase II clinical trials and is now in advanced Phase III development. Successful completion of this phase will enable the launch of registration procedures in both Europe and the United States – the precondition for commercial sale in those markets.

Syn2bio will continue the clinical work and then handle commercialisation. The revenue model is expected to be driven largely by partnership agreements – for example, licences for the production of the cardiac tracer granted to third-party manufacturers in Western Europe and the United States – alongside the option of in-house production by Syn2bio. Management sees the largest commercial opportunity in the US, where around 7 million myocardial perfusion tests are carried out each year, followed by Europe.

Until the split is completed, Synektik will continue to run and fund the cardiac-tracer trials. It will also provide Syn2bio with capital sufficient to cover a further 12–14 months of activity after approval of the prospectus. In total, Synektik will channel PLN 50m into Syn2bio from the valuation date of 30 June 2025, an amount already reflected in the relative valuation prepared for the purpose of the demerger process. Syn2bio will also have access to R&D grant programmes and subsidy schemes reserved for SMEs, a source of non-dilutive funding which is not available to Synektik in its current form as a large enterprise.

Alongside additional external funding, Syn2bio’s focus on advancing the cardiac tracer project and developing new pharmaceutical molecules will also leave it better positioned to attract investors – including industry players and specialist life-sciences funds – that are interested in this type of business and are prepared to underwrite a different risk profile in pursuit of higher potential returns over time. This will also open up scope to source a broader array of new research projects and to accelerate their commercialisation, on more favourable terms than would be available if they were commercialised at an earlier stage under Synektik’s existing funding model for such projects.

The rest of the existing operations will remain with Synektik. The Company will continue to distribute and service innovative medical devices (including da Vinci robotic systems, for which Synektik is exclusive distributor in Poland, the Czech Republic, Slovakia and the Baltic states), develop its own IT solutions, manufacture and sell radiopharmaceuticals and run R&D focused on generic radiopharmaceuticals that do not require long clinical programmes.

Split completion targeted for first half of 2026

Syn2bio aims to secure KNF approval for its prospectus in the early months of 2026, which would allow the transaction to close by mid-year.

An independent valuation by mInvestment Banking has assessed Synektik’s enterprise value at approximately PLN 2.11bn as at 30 June 2025 (equivalent to PLN 247.54 per share). The business unit to be transferred to Syn2bio has been valued at approximately PLN 163m (PLN 19.14 per share), representing around 7.73% of total value.

As part of the split, Synektik shareholders will receive Syn2bio shares on a 1:1 basis. For each Synektik share held on the record date, investors will automatically receive one Syn2bio share; no action will be required from shareholders. The record date will be set by the Central Securities Depository of Poland (KDPW) after KNF has approved the Syn2bio prospectus. After the last trading session on which Synektik shares can be bought with rights to the demerger (i.e. two business days before the record date), the reference price for the next session will be reduced by the value of the business being transferred to Syn2bio (about 7.73%). The same value will be used as the reference price for Syn2bio on its first trading day on the Warsaw Stock Exchange.

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About Synektik Group

Synektik Group is a leading producer of advanced radiopharmaceuticals and medical IT solutions (including the Zbadani.pl platform and SynDose dose-monitoring app), a provider of specialist service and measurement support, and a distributor of innovative medical devices used in diagnostics and therapy across radiology, oncology, cardiology and neurology.

In medical-device distribution, the Company works with a broad line-up of global manufacturers of diagnostic and therapeutic products and, on the strength of this portfolio and its expertise, delivers, among other things, hybrid operating theatres on a turnkey basis.

Synektik is the exclusive distributor in Poland, the Czech Republic, Slovakia, Lithuania, Latvia and Estonia of da Vinci robotic systems for minimally invasive surgery and Symani robots for micro- and supermicrosurgery. The Company is also the exclusive distributor in Poland, the Czech Republic and Slovakia of non-invasive neurosurgery systems using MRgFUS ultrasound technology for the treatment of essential tremor and Parkinson’s disease-related tremor.

The Group operates three radiopharmaceutical production facilities in Poland, one of which also serves as an R&D centre for new products in oncology, cardiology and neurology. The Group is also developing its own clinical research centre and is a leading domestic supplier of specialised radiopharmaceuticals used, among other things, in diagnosing hepatocellular carcinoma and prostate cancer and its bone metastases. The Group’s flagship development project is the cardiac tracer – an innovative radiopharmaceutical with global potential in coronary artery disease diagnostics, currently in clinical trials.

For more information visit: www.synektik.pl

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Contact:

NBS Communications

e-mail: synektik@nbs.com.pl

Piotr Wojtaszek | +48 500 202 355

Krzysztof Woch | + 48 516 173 691

Maciej Szczepaniak | +48 514 985 845

MakMedia Group

Błażej Dowgielski | +48 692 823 744

e-mail: b.dowgielski@makmedia.pl

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