8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 12, 2016

CAREDX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36536	94-3316839
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

3260 Bayshore Boulevard

Brisbane, California 94005

(Address of principal executive offices)

(415) 287-2300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On April 14, 2016, CareDx, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) reporting that on April 14, 2016, the Company settled and completed its tender offer to acquire all shares of Allenex AB, a Swedish company listed on Nasdaq Stockholm (“Allenex”) and that approximately 98.37% of the Allenex shares had been tendered. This Form 8-K/A amends the Original 8-K to include financial information required under Item 9.01 which was not previously filed with the Original 8-K and which is permitted to be filed by amendment no later than 71 calendar days after the date on which the Original 8-K was required to be filed. Except as stated in this Explanatory Note, no other information contained in the Original 8-K is changed.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K are filed as Exhibit 99.1 and Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K is filed as Exhibit 99.3 to this Amendment No. 1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.	Description
23.1	Consent of Independent Auditors.
99.1	Unaudited consolidated interim financial statements of Allenex as of March 31, 2016 and for the three months ended March 31, 2016 and March 31, 2015.
99.2	Audited consolidated financial statements of Allenex as of and for the years ended December 31, 2015 and 2014.
99.3	Unaudited pro forma condensed combined financial information as of and for the three months ended March 31, 2016 and for the year ended December 31, 2015 that give effect to the acquisition of Allenex by the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAREDX, INC.
Date: May 27, 2016	By:	/s/ Peter Maag
		Peter Maag
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Independent Auditors.
99.1	Unaudited consolidated interim financial statements of Allenex as of March 31, 2016 and for the three months ended March 31, 2016 and March 31, 2015.
99.2	Audited consolidated financial statements of Allenex as of and for the years ended December 31, 2015 2014.
99.3	Unaudited pro forma condensed combined financial information as of and for the three months ended March 31, 2016 and for the year ended December 31, 2015 that give effect to the acquisition of Allenex by the Company.

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the following Registration Statements:

1. Registration Statement (Form S-8 No. 333-197493) pertaining to the 2014 Equity Incentive Plan, the 2014 Employee Stock Purchase Plan, the 2008 Equity Incentive Plan and the 1998 Stock Plan of CareDx, Inc. and the ImmuMetrix, Inc. 2013 Equity Incentive Plan,

2. Registration Statement (Form S-8 No. 333-203128) pertaining to the 2014 Equity Incentive Plan and the 2014 Employee Stock Purchase Plan of CareDx, Inc.,

3. Registration Statement (Form S-8 No. 333-211538) pertaining to the CareDx, Inc. 2016 Inducement Equity Incentive Plan, and

4. Registration Statement (Form S-3 No. 333-206277) of CareDx, Inc.;

of our report dated May 24, 2016 with respect to the consolidated financial statements of Allenex AB included in this Current Report on Form 8-K/A dated May 27, 2016 of CareDx, Inc.

/s/ Ernst & Young AB

Stockholm, Sweden

May 24, 2016

EX-99.1

Exhibit 99.1

Unaudited Consolidated Interim Financial Statements

ALLENEX AB

As of March 31, 2016 and For the Three Months Ended March 31, 2016 and 2015

ALLENEX AB (PUBL)

INTERIM REPORT JANUARY - MARCH 2016

For the January-March period

• Net sales for the period totaled SEK 32.6 million (33.7).

• Operating profit (EBIT) for the period was SEK 1.7 million (5.8).

• Operating margin for the period was 5 percent (17).

• Earnings after tax for the period amounted to SEK 0.4 million (5.5).

• Earnings per share, basic and diluted for the period was SEK 0.00 (0.05).

Significant events in the first quarter and after the end of the reporting period

• On February 9, 2016, CareDx, Inc. announced revised terms of its offer to the shareholders of Allenex AB. The Board of Directors’ recommendation to the shareholders of Allenex to accept the offer remained unchanged.

• On April 8, 2016, CareDx, Inc. announced that the offer to the shareholders of Allenex AB had been accepted by shareholders representing a total of 118 207 862 shares, equivalent to around 98.3 percent of the number of outstanding shares, and that the offer is unconditional. CareDx intends to initiate compulsory acquisition of the remaining shares in the company and in conjunction with this will push for the share to be delisted from NASDAQ Stockholm.

President and CEO Anders Karlsson’s commentary on the first quarter 2016:

“We continue to see an increase in sales in the USA, which was up more than 10 percent in the first quarter compared to last year. It is gratifying that the investments in market development that we initiated two years ago continue to drive sales in the company’s single largest market. Although revenues and EBIT were down overall, it should be noted that the first quarter 2015 was unusually strong and that Easter this year was in the month of March. After the end of the reporting period, CareDx Inc. completed the acquisition of Allenex. The combined company will be able to offer a strong portfolio of diagnostic products benefitting transplantation both before and after the transplant.”

For more information, please contact:

Anders Karlsson, CEO, tel:+46(0)70 918 00 10 or email: anders.karlsson@allenex.se

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OPERATIONS

Allenex is a life science company that develops, manufactures, markets and sells products on the global market that facilitate safer transplantation of blood stem cells and organs. Allenex is listed on NASDAQ OMX Stockholm, Small Cap, (ticker: ALNX). On April 14, 2016, Allenex became a subsidiary of CareDx Inc. There are 57 persons employed in Allenex including subsidiaries.

SALES

Net sales for the first quarter amounted to SEK 32.6 million (33.7), corresponding to a decrease of around three percent compared to the same period last year. The assessment is that this discrepancy is caused by variability between different quarters, both this year and last year.

North American continues to increase in importance for Allenex, accounting for 30 percent of Allenex total sales for the quarter, while the corresponding figure for the first quarter 2015 was 25.5 percent. Growth in this region is primarily driven by new customers in the SBT segment, however, sales of SSP products also contributed positively. Sales in North America in the first quarter increased by 11 percent in local currency (USD) compared to the same period last year.

Sales in Europe decreased by seven percent in local currency compared to the first quarter 2015, which was unusually strong. However, in Poland, Belgium and Turkey, for example, the first quarter 2016 was strong, particularly for traditional SSP products, while other countries, such as Italy and Germany had a somewhat weaker start to the year. India and China, both developing markets, showed lower sales for the quarter than the same period last year.

The validation process tends to be relatively long, usually taking from 6 to 15 months. At the period end, 44 laboratories had converted, partially or fully, to SBT Resolver™ (25 in North American and 19 in Europa/Asia), and a number of laboratories at the validation stage.

Allenex products are distributed via direct sales through a proprietary sales organization in key markets such as the USA, Germany and in the Nordic region. They are also distributed via partnerships with local distributors in other markets. Registration processes are ongoing for the company’s products in a number of countries, with work underway to secure strong local sales/distribution partners in these markets. This has intensified in that the competitors One Lambda and Life Technologies, which were acquired by Thermo Fisher Scientific in recent years, have now chosen to consolidate their operations to one distributor in certain markets.

CUSTOMER GROUPS

Allenex customers largely constitute laboratories active in transplantation diagnostics. Today, there are three different technologies on the market for HLA typing (SSP, SSO and SBT), where the most common typing method globally, in terms of volume, is SSO. However, most laboratories use SSP typing, either as a primary or supplementary method. The size of the laboratory and its level of automation determines to what extent the respective methods are used. Today, the largest laboratories mainly utilize automated solutions (SBT and SSO) as their primary technology, while smaller laboratories generally prefer SSP typing. Subsequently, the choice of typing technology is a key parameter for customer categorization.

In the USA, in particular, there are larger laboratories where SBT typing is used for clinical typing. In total, around 70 of the 200 HLA laboratories use SBT technology clinically, and of these, 25 laboratories (around 36 percent) have so far chosen Allenex as SBT supplier. Of the 70 laboratories that use SBT technology, around 10—15 of them type over 1 500 tissue samples each per year, with a few typing even more than that. These are the laboratories that Allenex has initially chosen to target, as they hold high value as reference customers, which is important in this segment. Among these large laboratories, Allenex currently has four customers. In Europe, the trend is that larger laboratories or consortiums of laboratories are becoming more active. This is the case in particular in Germany, where a few really large laboratories are taking a more extensive hold of the typing market.

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MARKET PERFORMANCE

Traditional SSP typing is still a key technology in the vast majority of HLA laboratories worldwide. Although the technology has been around for 25 years, it still generates steady sales in most markets and in this market Allenex SSP products continue to win an increasingly larger share of the market. The technology is easily adapted to meet today’s needs and thanks to this flexibility Allenex continues to regard it as an important part of the company’s product mix for the foreseeable future. Despite this, there are of course challenges to address, in particular from the more automated technologies such as SSO, SBT and real-time PCR.

Allenex strategy is to introduce SBT Resolver™ to the largest and most automated HLA laboratories in the U.S. and Europe, to then, in a second phase, focus on converting mid-sized laboratories from competing products. A number of the largest laboratories have very high volumes as they conduct tests for national or regional typing registers. Major register typing laboratories conduct HLA typing tests on more than 5 000 individuals per year and are very careful in their evaluation of new suppliers.

In recent years, two new advanced technologies have been tested. These are Next Generation Sequencing (NGS), which primarily targets laboratories that conduct register typing, and real-time PCR (also called qPCR), which is mainly used for typing deceased donors prior to an organ transplant. To date, these two technologies are used on a limited scale, however usage is expected to increase in the coming years. It is believed that NGS will primarily compete with SSO and SBT, while Real-Time PCR is expected to mainly compete with SSP and SSO.

PRODUCT DEVELOPMENT

Allenex SSP products are updated on an ongoing basis and the strategy is to offer as close to total solutions as possible. Product development is also done on a continuous basis, enabling the company to maintain its leading position in the SSP market. Allenex continues to develop the current product line to secure high performance SSP typing. The company is also reviewing solutions tailored to laboratories looking for SSP technology with the option of increased automation that can be used as a complement to SSO and SBT technologies. In 2012, Allenex introduced Olerup SSP^® Add-ons, a complement to the automated technologies (SSO and SBT). In 2014, additional Olerup SSP^® products were introduced with the aim of meeting customer demands for improved HLA typing with traditional SSP technology.

In 2014, active development began at Allenex on a completely new product group for HLA typing based on real-time PCR (qPCR) methodology. The starting point for the development work is SSP technology, which is at the core of the Allenex product range today. The new product QTYPE^® will primarily focus on low-resolution typing in conjunction with organ

transplantation and typing that either requires ease of administration and expedient results, or where high-resolution typing is not a requirement, such as in family donor screenings prior to stem cell transplants. Allenex new product is based on hydrolysis probes, commonly referred to as TAQMAN^® technology, and differs from the existing products on the market. This technology has a number of significant advantages over melt curve technology. Among other benefits, there is greater opportunity to update the products as new alleles are identified. Furthermore, typing with TaqMan^® technology is significantly faster.

QTYPE^® will initially compete with traditional SSP typing, a sector where Allenex has products today, as well as with existing real-time solutions, but also with SSO. In SSP, the company expects to challenge other suppliers and win market share. Great opportunity to win market share is also seen in the SSO segment where One Lambda is dominant today. When transplanting organs from deceased donors it is of key importance to be able to expediently carry out HLA typing to find an appropriate recipient. Real-time PCR is a more automated method that provides faster results with a lesser proportion of manual work compared to SSP. Typing with QTYPE^® will take around one hour compared to the up to three hours it takes to do traditional SSP typing. In this context, SSO typing is relatively slow, taking 5 - 7 hours to conduct. Besides organ transplantation, the method has applications in other types of medical conditions.

QTYPE^® was introduced at the end of April 2015 at the European HLA congress, EFI, in Geneva. At the end of September 2015, QTYPE^® was also presented to the American market at the corresponding American HLA congress, ASHI, in Savannah, Georgia. It is currently estimated that the new product will start generating sales in the early third quarter 2016.

The distribution agreement between Conexio Genomics and Allenex subsidiary Olerup SSP AB runs through April 2018. In addition to the distribution of SBT Resolver™, the contract with Conexio Genomics includes two new products for Next Generation Sequencing (NGS), reagents and software. Also included is Gamma Type™, a product for typing of the Gamma block, an area that previously was not possible to analyze using traditional methods. The introduction of Gamma Type™ began during the first six months of 2015 and the plan is to successively introduce the NGS portfolio over the next two years.

SIGNIFICANT EVENTS IN ALLENEX

Significant events in the first quarter

• On February 9, 2016, CareDx, Inc. announced revised terms of its offer to the shareholders of Allenex AB. The Board of Directors’ recommendation to the shareholders of Allenex to accept the offer remains unchanged.

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Significant events after the period end

• On April 8, 2016, CareDx, Inc. announced that the offer to the shareholders of Allenex AB had been accepted by shareholders representing a total of 118 207 862 shares, equivalent to around 98.3 percent of the number of outstanding shares, and that the offer is unconditional. CareDx intends to initiate compulsory acquisition of the remaining shares in the company and in conjunction with this will push for the share to be delisted from NASDAQ Stockholm.

OPERATING RESULTS

Consolidated operating profit for the first three months amounted to SEK 1.7 million (5.8). The Swedish krona strengthened against USD during the first quarter, while weakening against EUR mid-quarter. These effects offset each other and currency fluctuations during the quarter have not had any substantial impact on net revenues. In the corresponding period in 2015, currency fluctuations had a positive effect on revenues resulting from a weaker Swedish krona.

Unrealized currency gains included in other expenses are substantially lower compared to the first quarter 2015, amounting to SEK 0 million (3.2). Realized currency effects, resulting from the purchase of raw materials and consumables in USD and EUR, are also substantially lower compared to the first quarter 2015, and are included in other expenses at SEK 0.2 million (0.9). Currency effects impacting net financial items is substantially lower compared to the first quarter 2015, amounting to SEK 0 million (2.1). Costs for other external services are included in other expenses and have increased compared to the first quarter 2015, amounting to SEK 2.1 million (1.8), at the same time employee remuneration costs have decreased compared to the first quarter 2015, amounting to SEK 12.1 million (12.6).

FINANCIAL POSITION, CASH FLOW AND FINANCING

New product development expenses of SEK 2.3 million (3.0), were capitalized during the period, leaving a closing balance on March 31, 2016 of SEK 17.9 million (5.8). The capitalization concerns the development QTYPE^® a new product for HLA typing based on real-time PCR (qPCR) methodology.

The operations of Allenex are financed by shareholders’ equity and loans. Interest-bearing liabilities amounted to SEK 107.6 million (110.9). The consolidated equity/assets ratio was 57 percent (58). Consolidated equity was SEK 210.2 million (201.1), corresponding to SEK 1.75 per share (1.67). Equity increased by SEK 0.7 million in the first quarter 2016. Equity decreased by SEK 20 million in the corresponding period in 2015, mainly due to the acquisition of the minority holdings in the group. Cash and cash equivalents amounted to SEK 3.1 million (6.1).

Cash flow from operating activities for the first quarter was SEK 3.1 (3.4). Investing activities includes investments in capitalized assets of SEK 2.3 million. Financing activities included loan amortization of SEK 5.5 million and SEK 4 million in loans raised.

RISKS AND UNCERTAINTIES

Allenex has long been a well-established business with well-known products in the field of genomic HLA typing based on SSP technology, with a significant market share. At the same time, the company faces market risk in the form of competition from other manufacturers, the transition to more automated typing processes as well as new technologies, which may make it difficult for the company to maintain market share and margins.

Operational risk is primarily tied to the company’s ability to constantly update its product range and to produce continually updated HLA test kits in pace with market demand.

Products sold and distributed on the basis of cooperation agreements with other companies increase the opportunity of strengthening market position and profitability, while they also carry increased risk due to commitments in terms of resource investments and costs resulting from such agreements. In particular, the SBT products from the Australian company Conexio Genomics are expected to achieve significant sales. At the same time, this involves significant competition and market risk. The ability to deliver the right quality on time has both a short- and long-term significance for the business. For example, the inability of the partner to deliver due to production downtime could have a substantial negative effect on sales. Under the terms of the agreement with Conexio, Allenex has committed to a minimum purchase level.

In 2014 and 2015 significant development work was conducted on the new product QTYPE^® based on real-time PCR methodology. It is expected that the product will successively generate significant sales. There is a risk that this will take longer than previously planned and that the product will not achieve the success expected. This in turn may have a negative impact on the value of intangible and other assets.

The transplantation test XM-ONE^® is predominantly established as a research product for larger medical centers. Work is underway to get the product established in broader clinical use. This has proven to take longer than planned and there is a risk that the product may not attain the success anticipated. This in turn could have a negative on the value of the company’s intangible and other assets. To date, XM-ONE^® is virtually alone in its field and has significant patent protection. However, work is ongoing at the company’s competitors to establish similar testing methods. There is a risk, therefore, that the company’s competitors may challenge the position that XM-ONE^® has on the market.

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Allenex has a significant exposure to exchange rate fluctuations due to the fact that most of the company’s revenues are in EUR and USD, while costs are partly in SEK. This entails a currency risk for the company. Allenex does not conduct currency hedging activities.

Attracting and maintaining qualified personnel for development, production, marketing, sales, logistics and administration is essential to group performance.

The value of the company is partly dependent on its ability to maintain and protect patents, other intellectual property rights and specific expertise. Patent protection for medical, medtech and biotech products can be uncertain and involve complex legal and technical issues. Patents must usually be sought and maintained in several jurisdictions, and issued patents may be challenged, invalidated and circumvented. For Allenex, or its subsidiaries, this may mean the loss of or shortened patent protection, which in turn may mean that the company cannot prevent competitors from marketing similar products. The uncertainty associated with patents and patent litigation and other patent processes, may have a negative impact on the competitiveness of Allenex and its subsidiaries, which in turn may have a negative effect on their business.

Both clinical trials and the marketing and sales of products pose a significant risk in terms of product liability. When deemed necessary, the company obtains product liability insurance. No assurance can be given that insurance will cover future claims against Allenex or its subsidiaries.

In certain cases, the company is dependent on approval through clinical trials or decisions from public authorities. There are no guarantees that the company will achieve satisfactory results in such trials, or that the required regulatory approval will be granted

The group’s customer relations are stable and long-term, with historically low credit losses. Credit evaluations are carried out on new customers. Credit risk is currently assessed as low, but any change in a negative direction could impact the company’s results and financial position.

Part of the financing was raised at variable interest rates, therefore rising interest rates could lead to lower returns for the company, which in turn could affect the company’s results and financial position.

Based on the current circumstances, Allenex is of the opinion that it has sufficient liquidity to conduct its operations according to current plans. There is a risk that market conditions and sales will develop negatively, which may have a negative effect on liquidity. The group’s ability to refinance maturing loans may also be adversely impacted by group performance and overall conditions in the financial markets.

The company’s cash and cash equivalents are placed in liquid assets with low credit risk.

No significant changes in risk assessment have been made compared to the annual report 2015, pages 27-28.

FINANCIAL INSTRUMENTS

Allenex financial instruments consist of trade account receivable, cash and cash equivalents, trade accounts payable, accrued supplier expenses and interest-bearing liabilities. Liabilities to credit institutions have variable interest rates. Liabilities to shareholders and SSP Primers AB have fixed interest rates, which essentially correspond to current market rates. Other financial assets and liabilities have short life spans. The fair value of all financial instruments is deemed to approximate the book value. Allenex has not netted any financial assets or liabilities and has not entered into any offset agreements.

TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties are shown in Note 10 of the Allenex 2015 Annual Report. No substantial changes occurred in the content or scope of these transactions for the period.

PARENT COMPANY

Revenues for the period amounted to SEK 0.7 million (0.7). Operating loss for the quarter was SEK 3.0 million (-3.2). The company’s long-term intragroup receivables amounted to SEK 161.7 million (88.1). Cash and cash equivalents totaled SEK 0.8 million (1.1). Cash flow from operations was SEK 0.1 million (-3.2). At the period end, the parent company had 4 employees (4).

SHARE AND SHAREHOLDERS

PRINCIPAL OWNERS, MARCH 31, 2016	NO. SHARES		OWNERSHIP STAKE %
Midroc Invest AB		43 678 850		36.3
Ålandsbanken ABP (Finland)		38 945 781		32.4
Xenella Holding AB *)		11 174 755		9.3
Handelsbanken Liv		6 816 152		5.7
Avanza Bank AB		4 838 585		4.0
Nordnet Pensionsförsäkring AB		2 427 292		2.0
Other		12 407 033		10.3
TOTAL		120 288 448		100.0

*) Xenella Holding AB is jointly owned by Midroc Invest AB and FastPartner AB (publ).

ACCOUNTING PRINCIPLES

Allenex applies International Financial Reporting Standards (IFRS) as adopted by the EU and the Swedish Annual Accounts Act. This interim report was prepared in accordance with IAS 34 and the Annual Accounts Act for the group and for the parent company. The accounting principles and methods of calculation applied for the group and the parent company are consistent with those used in the preparation of the most recent Annual Report, with the exception of the impairment of intangible assets, which previously were written down in pace with sales. These are now amortized on a straight line basis over the remaining useful life.

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Anders Karlsson

Chief Executive Officer

ANNUAL GENERAL MEETING

The Allenex General Meeting will take place on Thursday, May 19, 2016 at Allenex, Franzéngatan 5, Stockholm.

Stockholm, May 6, 2016

The information in this interim report is such that Allenex AB (publ) is required to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. This report and earlier financial reports are available on www.allenex.com

This yearend report has not been subject to review by the auditors of Allenex.

This information was released for publication on May 6, 2016 at 12.30 CET

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Consolidated statement of comprehensive income summary	2016		2015
In SEK thousand	JAN-MARCH		JAN-MARCH
Net sales		32 612		33 701
Change in inventories		-1 084		-1 390
Capitalized work for own account		700		490
Other revenues		656		1 095
		32 885		33 896
Raw materials and consumables		-7 703		-7 759
Other expenses		-10 342		-6 728
Cost of employee remuneration		-12 050		-12 582
Depreciation/Amortization		-1 109		-1 006
Operating results		1 681		5 821
Other financial expenses and income		-1670		830
Results after financial items		11		6 651
Taxes		407		-1 105
Net income for the period		417		5 546
Other comprehensive results for the period
Components that will not be reclassified to net results		—		—
Components that will be reclassified to net results		—		—
Translation differences for the period		300		-6 003
Comprehensive results for the period		717		-457
Results for the period attributable to:
Owners of the parent company		417		5 546
Non-controlling interests		0		0
Comprehensive results for the period attributable to:
Owners of the parent company		717		-457
Non-controlling interests		0		0
Earnings per share, basic and diluted, SEK		0.00		0.05
Average number of outstanding shares, basic and diluted		120 288 448		120 288 448
Number of shares at the period end		120 288 448		120 288 448

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Consolidated statement of financial position	2016
In SEK thousand	MARCH 31
Assets
Goodwill		215 041
Other intangible assets		75 896
Tangible assets		3 656
Deferred tax assets		3 796
Total non-current assets		298 389
Inventories		44 376
Current receivables		20 038
Cash and cash equivalents		3 108
Total current assets		67 521
Total assets		365 910
Equity and liabilities
Equity		210 220
Interest-bearing non-current liabilities		97 500
Deferred tax liabilities		16 733
Interest-bearing current liabilities		10 173
Non-interest bearing current liabilities		31 283
Total equity and liabilities		365 910

Consolidated statement of cash flows	2016		2015
In SEK thousand	JAN-MARCH		JAN-MARCH
Operating income		1681		5 821
Adjustment for items not included in the cash flow		1 134		-1 712
Financial items		-686		-650
Taxes paid		-168		-371
Cash flow from operations before changes in working capital		1 960		3 088
Increase (-)/Decrease(+) in inventories		-3 189		1 390
Increase (-)/Decrease(+) in operating receivables		-1 410		-669
Increase (-)/Decrease(+) in operating liabilities		5 803		-400
Cash flow from operating activities		3 164		3 409
Cash flow from investing activities 1)		-2 799		-9 077
Cash flow from financing activities 1)		-1 533		4 500
Cash flow for the period		-1 168		-1 168
Cash and cash equivalents at the start of the period		4 294		7 323
Exchange rate differences in cash and cash equivalents		-18		-58
Cash and cash equivalents at the period end		3 108		6 097

¹⁾  In 2016, investing activities includes investments in capitalized assets of SEK 2.3 million as well as the acquisition of tangible fixed assets of SEK 0.5 million. In 2016, financing activities includes a newly raised shareholder loan of SEK 4 million and SEK 5.5 million in amortization payments. In 2015, investing activities included the acquisition of minority holdings for SEK 20 million less a debt to SSP Primers of SEK 14 million, net SEK 6 million, and investments in capitalized assets of SEK 3.0million. In 2015, financing activities included a new bank loan of SEK 10 million, amortization of SEK 1.5 million as well as the repayment of a loan of SEK 4 million to SSP Primers.

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Parent company income statement	2016		2015
In SEK thousand	JAN-MARCH		JAN-MARCH
Revenues		687		687
Other external costs		-1 943		-1 893
Personnel costs		-1 728		-1 992
Depreciation/amortization		-29		-27
Operating results		-3 013		-3 225
Other financial expenses and income		-591		-463
Results after financial items		-3 604		-3 688
Appropriations
Group contributions received		—		—
Group contributions paid		—		—
Results before tax		-3 604		-3 688
Taxes		0		0
Results for the year		-3 604		-3 688
Parent company statement of comprehensive income
Results for the period		-3 604		-3 688
Other comprehensive results for the period		—		—
Comprehensive results for the period		-3 604		-3 688

Parent company balance sheet	2016
In SEK thousand	MARCH 31
Assets
Tangible assets		84
Participations in group companies		77 378
Non-current intra-group receivables		161 650
Deferred tax assets		1 626
Total non-current assets		240 738
Current receivables		12 853
Cash and bank		808
Total current assets		13 661
Total assets		254 399
Equity and liabilities
Equity		165 770
Non-current liabilities		31 000
Current liabilities		57 630
Total equity and liabilities		254 399
Changes in equity, parent company
Opening balance		169 375
Results for the period		-3 604
Closing balance		165 771

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Key figures, Group	2016		2015
	JAN-MARCH		JAN-MARCH
Net sales, SEK thousand		32 612		33 701
Operating income, SEK thousand		1 681		5 821
Earnings after tax, SEK thousand		417		5 546
Earnings per share, basic and diluted, SEK		0.0		0.0
Equity per share, SEK		1.75		1.67
Equity/assets ratio, %		57		58
Return on equity, %		0		0
Average number of employees		57		55
Number of shares outstanding at the period end		120 288 448		120 288 448
Average number of shares outstanding		120 288 448		120 288 448
Share price at the period-end, SEK		2.5		2.1
Market cap, SEK thousand		300 721		252 606

Definitions:

Earnings per share	Earnings after tax attributable to the owners of the parent company divided by the average number of outstanding shares.
Equity per share	Equity divided by the number of outstanding shares at the period end.
Equity/assets ratio	Equity at the period-end in relation to total assets.
Return on equity	Results attributable to parent company shareholders divided by equity attributable to the owners of the parent.
Operating margin	Earnings before financial items divided by net sales
	For a more detailed glossary see annual report 2015 page 66

10 (11)

Allenex and subsidiaries

PRODUCTION AND R&D COMPANIES	SALES & DISTRIBUTION COMPANIES
Olerup SSP AB is world leading in the development of kits for genomic HLA typing, based on SSP technology. The product is used prior to a transplantation to match the donor and recipient. The better the match the lower the risk of complications following transplantation. HLA typing is a standard procedure prior to hematopoietic stem cell transplantation (bone marrow transplantation) and is also used in conjunction with organ transplants (kidney, lung, heart, etc.). In 2011, Olerup SSP entered into an exclusive global agreement (excl. Australia, New Zealand and Taiwan) with Conexio Genomics, Perth, Australia. The agreement runs through April 2018, at least. Allenex ownership stake in Olerup SSP AB is 100 percent. For more information visit www.olerup-ssp.com	Olerup GmbH, based in Vienna, is responsible for sales, distribution and logistics in Europe and the rest of the world excluding North, Central and South America as well as the Nordic region. Sales encompass Olerup SSP’s HLA typing products and AbSorber’s XM-ONE® transplantation test. Furthermore, from mid-year 2011, the company also sells and distributes products from the Australian company Conexio Genomics. Sales are conducted by a proprietary sales team in Germany, Austria, Belgium, the Netherlands and Slovenia. Sales in other markets are handled by distributors. The company is owned by Olerup International AB, a wholly-owned company of Allenex AB. For more information visit www.olerup.com
AbSorber develops products that facilitate successful transplantation. AbSorber’s transplantation test XM-ONE®, identifies antibodies that play a key role in rejection reactions. The company’s research portfolio also includes a patented AB0 column for transplantations between people of different blood groups and an AB0 diagnostic test that measures the occurrence of blood group antibodies. Allenex ownership stake of AbSorber is 100 percent. For more information visit www.absorber.se	Olerup Inc., domiciled in West Chester, PA, USA, is responsible for the sales, distribution and logistics of Olerup SSP and AbSorber products. Furthermore, since mid-2011, the company sells and distributes products from the Australian company Conexio Genomics. The company has its own sales organization in the US, while sales in Canada and Central and South America are handled by distributors. Olerup Inc., is a wholly-owned company of AbSorber AB. For more information visit www.olerup.com

11 (11)

EX-99.2

Exhibit 99.2

Consolidated Financial Statements

ALLENEX AB

Years Ended December 31, 2015 and 2014

REPORT OF INDEPENDENT

AUDITORS

To the Board of Directors

We have audited the accompanying consolidated statements of financial position of Allenex AB as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinions

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Allenex AB as of December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Ernst & Young AB

Stockholm,

Sweden May 24,

2016

STATEMENT OF COMPREHENSIVE INCOME, GROUP

AMOUNTS IN SEK THOUSAND	NOTE		2015		2014
Net sales		2		134 548		125 216
Changes in inventories of finished goods				4 092		5 384
Capitalized work for own account				2 354		711
Other revenues		3		3 481		4 209
				144 475		135 520
Raw materials and consumables				-29 272		-26 169
Other expenses 1)		4, 5		-38 323		-38 850
Cost of employee remuneration		6		-48 582		-45 161
Depreciation/amortization		12,13		-4 130		-2 450
Operating profit				24 168		22 890
Earnings from associated companies		14		—		—
Financial income		7		860		3 454
Financial expenses		8		-6 101		-5 974
Earning before tax				18 927		20 370
Taxes		9		-3 795		-5 182
Net profit for the year				15 132		15 188
Other comprehensive results for the year 2)
Components that will not be reclassified to net results				—		—
Components that will be reclassified to net results
Translation differences				-7 139		-6 850
Total comprehensive results for the year				7 993		8 338
Net profit for the year pertaining to:
Owners of the parent				15 132		12 918
Non-controlling interests				—		2 270
				15 132		15 188
Total comprehensive results for the year pertaining to:
Owners of the parent				7 993		10 228
Non-controlling interests				—		-1 890
				7 993		8 338
Earnings per share, basic and diluted, SEK				0.13		0.11
Average number of outstanding shares, basic and diluted, SEK				120 288 448		120 288 448
Number of shares at the period-end				120 288 448		120 288 448

¹⁾  Other expenses includes unrealized currency exchange gains of SEK 4.6 million (SEK 6.3 million).

²⁾  No tax is charged on items included in other comprehensive income.

STATEMENT OF FINANICAL POSITION, GROUP

AMOUNTS IN SEK THOUSAND	NOTE		DEC. 31, 2015		DEC. 31, 2014
Assets		11
Fixed assets
Intangible assets		12
Goodwill				214 962		215 272
Customer relations				1 278		2 022
Technology				26 074		28 554
Brand				31 392		31 392
Capitalized work for own account				15 596		2 808
Total intangible assets				289 302		280 048
Tangible fixed assets		13
Machinery and other technical facilities				465		508
Equipment				1 254		655
Leasehold improvements				1 762		2 115
Total tangible fixed assets				3 481		3 278
Other fixed assets
Participations in associates and other holdings		14		—		0
Interest-bearing receivables from associates		15		—		—
Deferred tax assets		9		2 935		4 170
Total other fixed assets				2 935		4 170
Total fixed assets				295 718		287 496
Current assets
Inventories		16		41 269		38 106
Trade accounts receivable		11		12 755		11 748
Other non-interest-bearing receivables				2 981		1 996
Prepaid expenses and accrued income		17		2 857		3 258
Cash and cash equivalents				4 294		7 323
Total current assets				64 156		62 431
Total assets				359 874		349 927
Pledged assets		21		262 143		251 380

STATEMENT OF FINANCIAL POSITION, GROUP

AMOUNTS IN SEK THOUSAND	NOTE		DEC. 31, 2015		DEC. 31, 2014
Equity and liabilities		11
Equity		18
Share capital				120 288		120 288
Other capital contributed				501 130		501 130
Reserves				-19 087		-8 471
Results brought forward				-392 829		-381 737
Equity pertaining to parent company shareholders				209 503		231 210
Non-controlling interests				—		-10 730
Total equity				209 503		220 480
Non-current liabilities
Interest-bearing liabilities		19		87 870		71 324
Deferred tax liabilities		9		16 394		14 321
Total non-current liabilities				104 264		85 645
Current liabilities
Interest-bearing liabilities		19		21 113		20 923
Trade accounts payable				9 101		8 092
Tax liabilities				—		83
Other non-interest-bearing liabilities				1 635		844
Accrued expenses and deferred income		20		14 258		13 860
Total current liabilities				46 107		43 802
Total equity and liabilities				359 874		349 927
Contingent liabilities for the group		22		—		—

STATEMENT OF CHANGES IN EQUITY, GROUP

AMOUNTS IN SEK THOUSAND	NOTE		SHARE CAPITAL		OTHER CONTRIBUTED CAPITALL		RESERVES 1)		RESULTS BROUGHT FORWARD		NON- CONTROLLING INTERESTS		TOTAL
Opening equity at January 1, 2014				120 288		501 130		-3 082		-393 637		-8 840		215 859
Dividend to non-controlling interests		23		—		—		—		-3 717		—		-3 717
Total transactions with owners				0		0		0		-3 717		0		-3 717
Total comprehensive income				—		—		-5 389		15 617		-1 890		8 338
Closing equity December 31, 2014				120 288		501 130		-8 471		-381 737		-10 730		220 480
Opening equity at January 1, 2015				120 288		501 130		-8 471		-381 737		-10 730		220 480
Transactions pertaining to non-controlling interests		23		—		—		-3 475		-26 225		10 730		-18 970
Total transactions with owners				0		0		-3 475		-26 225		10 730		-18 970
Total comprehensive income				—		—		-7 139		15 132		—		7 993
Closing equity December 31, 2015				120 288		501 130		-19 087		-392 829		—		209 503

¹⁾  Reserves pertain to translation differences.

STATEMENT OF CASH FLOWS, GROUP

AMOUNTS IN SEK THOUSAND	2015		2014
Operating activities
Operating profit before financial items		24 168		22 890
Adjustments for items not included in the cash flow
Depreciation/amortization		4 130		2 450
Unrealized currency exchange gains/losses		-4 633		-6 282
		-503		-3 832
Interest received		124		19
Interest paid		-3 305		-3 031
Income tax paid		-1 565		-504
Cash flow from operating activities before changes in working capital		18 919		15 542
Cash flow from changes in working capital
Change in inventories		-3 053		-6 950
Change in operating receivables		-641		1 072
Change in operating liabilities		-528		802
Cash flow operating activities		14 697		10 466
Investing activities
Investments in tangible fixed assets		-1 257		-427
Investments in intangible fixed assets		-12 788		-2 808
Cash flow from investing activities		-14 045		-3 235
Financing activities
Acquisition of non-controlling interests		-10 000		—
Repayment of borrowings		-6 000		-6 000
Dividends to non-controlling interests		—		-3 717
Net change in bank overdraft		285		—
Proceeds from borrowings		12 000		—
Cash flow from financing activities		-3 715		-9 717
Cash flow from the year		-3 063		-2 486
Cash and cash equivalents at the start of the year		7 323		10 046
Exchange rate differences in cash and cash equivalents		34		-237
Cash and cash equivalents at the year-end		4 294		7 323

Cash and cash equivalents consist of bank deposits.

NOTES WITH ACCOUNTING PRINCIPLES

AND COMMENTS TO THE FINANCIAL

STATEMENTS

NOTE 1

ACCOUNTING AND VALUATION PRINCIPLES

General information

Allenex AB is a Swedish public stock corporation domicile in Stockholm. Allenex is listed on NASDAQ Stockholm. Allenex AB is a public liability company registered in Stockholm, Sweden. The company’s address is Box 12283, 102 27 Stockholm. Allenex is a life science company that markets and sells high quality products that facilitate safer transplantation of blood stem cells and organs on the global market.

Allenex products facilitate the matching of donors and recipients of blood stem cells and organs prior to transplantation. The company’s product portfolio includes both in-house developed products as well as products that are sold and distributed on behalf of other companies. Allenex products fall into two categories: tissue typing products and products for antibody detection.

Statement of compliance with applicable regulations

The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB).

New and amended accounting principles for the year

Presented below are new or future standards that are expected to have an effect on Allenex financial reports:

Amended and new accounting principles for the year

A number of new or amended accounting standards and interpretations are effective for the financial period beginning January 1, 2015. The IFRS rules that came into force for the fiscal year that began January 1, 2015 did not affect the consolidated financial statements

Future changes in accounting principles

A number of new or amended IFRS standards will take effect in the coming financial year and have not been applied in the preparation of these financial statements. There are no plans to apply new or amended principles with future application deadlines in advance. Below are the IFRS regulations that are expected to have an impact or could have an impact on the consolidated financial statements. Besides the IFRS rules described below, other new standards that were approved by IASB had no impact on the consolidated financial statements.

IFRS 9 will replace IAS 39 Financial Instruments: Recognition and Measurement. This regulates the classification and evaluation of financial assets and liabilities, the impairment of financial instruments and hedge accounting. The standard shall be applied from January 1, 2018. The Group has yet to evaluate the new standard but its preliminary assessment is that it will not have any material effect on the consolidated financial statements.

IFRS 15 Revenue from Contracts with Customers shall replace all previously issued standards and interpretations that manage revenue. IFRS 15 thus contains a comprehensive model for all revenue recognition. The idea behind the standard is that everything begins in a contract for the sale of a product or service, between two parties. Initially, a customer agreement shall be identified, which generates an asset for the vendor (rights, the promise of obtaining compensation) and a liability (commitment, a promise of transfer of goods/ services). According to the model, a revenue should thereafter be recognized and thereby demonstrated that the commitment to deliver the promised goods or services to the customer has been met. Furthermore, financial reporting will be impacted with a significant increase in disclosure requirements. The standard shall be applied from January 1, 2018. In 2016, work will begin to evaluate what impact the new standard will have on the Group’s earnings and financial position.

IFRS 16 replaces IAS 17 from January 1, 2019. An evaluation of the impact of the standard has not yet begun.

Amendments to IAS 38 clarifies that it is not permissible to base the amortization of intangible assets on expected revenues. Instead, the amortization should be based on some form of consumption. The amendments, which will apply from January 1, 2016, are expected to affect the company’s financial statements in the form of increased amortization expenses.

Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization clarifies the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are effective prospectively for annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments are not expected to have material impact on the group.

Consolidated accounts

The consolidated accounts include the parent company and its subsidiaries. A subsidiary is included in the consolidated financial statements from date of acquisition, when the parent company gains controlling influence over the company, and is included in the consolidated accounts until the day the controlling influence ceases. Normally, controlling influence constitutes 50 percent of the voting rights or more of a company, but can also be achieved by other means such as by agreement.

Subsidiaries acquired are reported in the consolidated accounts in accordance with the purchase method. The same applies to businesses acquired directly. The purchase price of a subsidiary encompasses the fair value of the assets transferred, liabilities incurred by the group to the former owners of the acquired company and the equity interests issued by the group. The consideration transferred also includes the fair value of all assets and liabilities that are the result of a contingent consideration agreement. The identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair value on the acquisition date. Acquisition-related costs are expensed as incurred. If the amount of the total purchase price and the fair value of the non-controlling interest exceeds the fair value of the identifiable assets acquired and liabilities assumed the difference is recorded as goodwill.

All intercompany balances and transactions, income and expenses, profits and losses arising from transactions between companies included in the consolidated financial statements are eliminated in full.

Investments in associates and other holdings

An associated company is an entity in which Allenex exercises a significant influence. Allenex influence over an associated company is decided by the proportion of voting rights together with agreements with the owners (consortium agreements and shareholders’ agreements).

Allenex previous business of investing in various development companies met all the criteria of the concept of a venture capital organization. Since the changeover to IFRS on July 1, 2008, the company has reported associated companies outside the transplantation sector operations in accordance with IAS 39 Financial instruments: Recognition and measurements, which means that associated companies are reported at fair value and that changes in value are reported in the income statement as they occur. The earlier portfolio of shares in development companies has been gradually phased out and on December 31, 2015 the Group had no holdings in associated companies or companies in which Allenex neither has a controlling nor significant influence.

Recalculation of receivables and liabilities in foreign currencies

Functional currency and reporting currency

The companies in the group prepare their financial statements in the currency that is used in the financial environment in which they are primarily operative, known as the functional currency. The consolidated financial statements are prepared in Swedish kronor, which is the parent company’s functional currency and reporting currency.

Transactions in foreign currency

Transactions in foreign currency are translated to the group’s functional currency at the rate prevailing on the transaction date. On the balance sheet date, monetary receivables and liabilities stated in foreign currencies are translated at the rate prevailing on that date. All exchange rate differences are charged to the income statement. Exchange rate differences from operating items are reported in operating income as other operating income or other operating expenses, while the value of financial assets and liabilities are recorded as financial income or financial expense.

Financial reporting of foreign operations

All exchange rate differences arising from the translation of the consolidated entity’s results and financial position from its functional currency to the reporting currency are recognized in other comprehensive income and are collected in a separate component of equity.

Assets and liabilities in foreign operations are translated into Swedish kronor at the closing rate on the balance sheet date, while revenue and expense items are translated to an average rate for the year. In the case of disposal of the net investment in a foreign operation the translation differences attributable the net investment are reported in the income statement.

Revenues

Revenues are recognized at the fair value of the payment received, or the payment that will be received, for products sold within the regular operations of the group. Revenues are reported once delivery has been made to the customer in accordance with current terms and conditions of sale. Revenues are reported exclusive of value added tax and net after deduction of any discounts.

Government grants

Government grants are recognized at fair value when there is reasonable assurance that the grant will be received and the group will comply with the conditions attached to the aid. Government aid related expenses are deferred and recognized in the income statement over the periods in which the costs are intended to cover. Government aid related assets are included in non-current liabilities as deferred governmental aid and the income is distributed linearly over the relevant assets’ estimated useful lives.

Tangible and intangible assets with limited useful life

Tangible and intangible assets are reported at acquisition cost, less accumulated depreciation/amortization and any impairment write downs.

Development expenditure, including technology, is reported as an intangible asset only if the following criteria are satisfied: a well-defined development project with concrete plans as to how and when the asset will be used in operations must exist; it

must be possible for expenses to be calculated reliably; and the asset must be considered likely to create future economic benefits. In addition, it must be considered technically feasible for the project to be completed, and the group must be considered to have the resources required for development to be brought to completion.

The historical cost of the intangible asset includes not only the cost of personnel and direct purchases, but also the share of indirect costs that may be attributed to the asset. Other development expenses are written off as incurred. Depreciation is reported from the date of product release and based on total estimated sales over the life of the product and sales reported to date.

Intangible assets with indefinite useful lives

Intangible assets with indefinite useful lives are reported at acquisition value less any accumulated impairments. In Allenex case these comprise goodwill and brand.

Impairment

Regular reviews of impairment indicators are performed during the year to determine whether there is any indication that assets have been impaired. If such indications exist, the recoverable value of the asset concerned is calculated. For goodwill and other intangible assets with indefinite useful lives, as well as intangible assets not ready for use, the recoverable value is normally calculated at least once a year. If it is not possible to assign essentially independent cash flows to a single asset, the assets are grouped at the lowest level where it is possible to identify essentially independent cash flows (a cash generating unit) when the impairment test is performed. An impairment loss is reported when the asset or cash-generating unit carrying amounts exceeds its recoverable value. Impairment is charged to the income statement. Impairment of assets pertaining to a cash-generating unit is primarily allocated to goodwill. Following this a proportional write-down is made of other assets that make up the unit.

Calculation of recoverable value

The recoverable value is the higher of net realizable value or the value in use. The value in use is the present value of future cash inflows, discounted by an interest rate based on risk-free interest, adjusted to reflect the risk associated with the particular asset. In the case of an asset that does not generate cash flows, the recoverable value is calculated for the cash-generating unit to which the asset belongs.

Reversal of impairment losses

Impairment losses are reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognized. Impairment losses on goodwill are not reversed. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that the asset would have had if no impairment loss had been recognized.

Inventories

Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in normal conditions, less the costs incurred in completing the sale. Purchase value is calculated according to the first-in-first-out method.

Financial instruments

A financial instrument is recognized in the statement of financial position on the date on which the group under contract takes part of the contractual rights to the instrument’s cash flow. A financial asset is removed from the statement of financial position when the contractual rights to the cash flow ceases. A financial liability is removed from the statement of financial position only when it is extinguished.

Financial instruments recognized in the statement of financial position on the asset side include shares and participations valued at fair value, other financial investments, loan receivables, trade receivables, short-term investments, cash and derivatives. Financial liabilities include borrowings, trade payables and derivatives. Financial instruments are classified into different categories depending on the purpose of the financial instrument. The classification is determined at the time of acquisition.

When a financial asset or liability is reported for the first time it is valued at fair value plus, in the case of a financial asset or financial liability that is not categorized as financial assets or liabilities at fair value through the statement of comprehensive income, transaction costs that are directly attributable to the acquisition or issue of the financial asset or liability. Subsequent measurement is determined by how the instrument has been classified.

Financial assets at fair value through the income statement

According to IFRS 13, Fair Value Measurement, there are three levels of fair value depending on to what extent the fair value is based on observable data according to the following hierarchy:

Level 1: Quoted prices (unadjusted) on an active market for identical assets or liabilities. Level 2: An assessment based on directly (prices) or indirectly (derived from prices) observable market inputs other than those included in Level 1.

Level 3: Inputs for the asset or liability in question, not based on observable market data. If the financial instrument is quoted on an active market then the quoted price is used as the basis for fair value. If the market for a financial instrument is not active, the group uses other valuation techniques.

Loan and trade accounts receivable

Loan receivables and trade accounts receivable are financial assets with fixed payments, or payments for which amounts may be determined. These receivables are associated with the group’s deliveries of goods. If payment is expected within a year or less, they are classified as current assets, while loans with a maturity longer than one year are classified as non-current assets.

Loan receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any provisions for impairment as assessed individually.

Financial liabilities at amortized cost

This category includes interest-bearing and non-interest bearing financial liabilities that are not held for resale.

The liabilities are accounted for at amortized cost. Non-current liabilities have a remaining term of one year or more, whereas liabilities with a shorter duration are accounted for as current liabilities. Trade accounts payable are classified as current liabilities if payment is due within one year or less. Trade accounts payable with maturities of over one year are recognized as non-current liabilities.

Trade accounts payable, interest-bearing liabilities and other financial liabilities not held for trading purposes are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Provisions

Provisions are reported in the balance sheet when the group has an obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources associated with economic benefits will be required to settle the obligation, and the amount may be estimated reliably. If the group anticipates receiving compensation corresponding to a provision that has been made, for example via an insurance agreement, the compensation is accounted for as an asset in the balance sheet but only when it is almost certain that the compensation will be received. If the effect of the time value of the future payment is believed to be significant, the value of the provision is determined by estimation of the present value of the expected future payment using a discount factor before tax reflecting the market’s current valuation of the time value and any risks associated with the obligation. The gradual increase of the amount of provision that this method entails is recognized as an interest expense in the income statement.

Employee benefits

For senior executives, there is a bonus related to the company’s sales and profits, as well as personal goals. The bonus will not exceed 20 percent of the fixed salary, with the exception of the CEO, where the ceiling is 50 percent.

Remuneration shall not be paid during the notice period. Besides this, there shall be no severance pay or similar. Allenex pension benefits comprise defined contribution plans, in which paid contributions are reported as an expense.

Lease agreements

Lease agreements in which essentially all risks and benefits associated with ownership do not accrue to the group are classified as operating leases. Lease charges for such agreements are accounted for as an expense in the income statement on a linear basis over the term of the agreement.

Allenex classifies all current lease agreements as operating leases.

Loan expenses

Loan expenses affect the income statement during the period to which they pertain. Any expenses incurred in connection with the raising of loans are distributed over the term of the loan on the basis of the liability reported.

Corporate income taxes

Taxes consists of current and deferred tax. Tax is recognized in the income statement except when the underlying transaction is reported in other comprehensive results or directly in equity. Current tax is that which is to be paid or recovered for the current year, using the tax rates enacted, or substantively enacted, by the balance sheet date. This includes any adjustments applied to current tax pertaining to prior periods.

Deferred tax is calculated according to the balance sheet method, in which deferred tax is calculated for all temporary differences identified on the balance sheet date, i.e. differences between the taxable values of the assets and liabilities on one hand and their reported values on the other. Deferred tax assets are also accounted for in the balance sheet in respect of unused tax losses carried forward.

However, a deferred tax liability is not reported in the balance sheet for taxable temporary differences relating to goodwill. In addition, deferred tax pertaining to investments in subsidiaries and associated companies is not reported due to the fact that capital gains on the shares are exempt under current tax laws.

Deferred tax assets are reported only to the extent that it is probable that future taxable profits will be available against which the temporary differences or unutilized tax losses carried forward can be utilized. The reported values of the deferred tax assets are reviewed at each balance sheet date and are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized.

Deferred tax assets and tax liabilities are calculated using the tax rates that are expected to apply during the period when the assets are realized or the liabilities settled, on the basis of the tax rate (and the tax legislation) in force, or substantively in force, on the balance sheet date. Accrued tax assets and tax liabilities are reported net in the balance sheet, provided that the tax will be paid in the net amount.

Statement of cash flows

The statement of cash flows presents information on inward and outward payment flows. The indirect method is used for current operations. Items classified as liquid funds comprise cash and bank deposits and current liquid investments in which the original term is less than three months.

Operating segments

Identification of reportable segments is based on the internal reporting provided to the chief operating decision maker, which at Allenex is the Board of Directors. In this internal reporting, the Group constitutes one segment.

IMPORTANT ESTIMATIONS AND ASSESSMENTS FOR ACCOUNTING PURPOSES

The group makes estimations and assumptions for the future, which may deviate from the actual result. The estimations and assumptions that may entail a risk for substantial adjustments in reported value are discussed below.

Impairment testing of goodwill and other intangible assets

Allenex performs regular impairment tests during the year to determine whether there is any indication that assets have been impaired. If such indications exist, the recoverable value of the asset concerned is calculated.

Goodwill, the brand, and capitalized development costs not taken into use are subject to annual impairment testing or when there is an indication of value depreciation. The recoverable amount is determined by the highest of value in use and fair value less selling costs. Some assumptions and estimations are used in these calculations. See note 12 for more information.

NOTE 2

INFORMATION ABOUT GEOGRAPHICAL AREAS

Net sales pertain to the sale of products in the transplantation sector. The distributor in Italy accounts for 15% (18%) of consolidated net sales.

	NET SALES				INTANGIBLE AND TANGIBLE ASSETS
	2015		2014		2015		2014
Sweden (Olerup SSP AB & AbSorber AB)		12 928		10 764		283 841		273 226
Europe and rest of the world (Olerup GmbH)		81 536		85 107		8 813		9 916
North and South America (Olerup Inc.)		40 084		29 345		129		184
		134 548		125 216		292 783		283 326

The basis of allocation is sales from the registered offices of companies in the group.

NOTE 3

OTHER REVENUES

	GROUP
	2015		2014
Freight revenues		2 446		2 198
Insurance compensation		385		1 405
EU grant *)		437		437
Other		213		169
		3 481		4 209

*) In 2012, the EUROSTAM consortium was awarded an EU grant of EUR 2.6 million as part of the European Commission’s 7th Framework Programme (FP7). Within the framework of the EUROSTAM project, XM-ONE^®, an endothelial cell specific crossmatch test developed by AbSorber, will be used. The total EU grant allocated to AbSorber was EUR 210 500. At the start of the project in December 2012, AbSorber received an installment of 55% (EUR 115 775) of the total EU grant. In 2014, the remaining 45% (EUR 94 725) of the EU grant was received, of which 50% was recognized as revenue in 2014 and the remaining 50% recognized as revenue in 2015. AbSorber AB is not bound by repayment requirements for amounts already paid.

NOTE 4

AUDITOR FEES

	GROUP
	2015		2014
Ernst & Young AB
Auditing		1 300		899
Auditing work beyond the annual scope		180		165
Tax consulting		100		65
Other services		250		235
		1 830		1 364

NOTE 5

LEASE EXPENSES FOR OPERATING LEASES

	GROUP
	2015		2014
Lease expenses for the year		7 742		7 447
Contracted lease expenses payable Within a year		7 462		7 418
Between one and five years		24 274		26 222
Longer than five years		—		5 092
		31 736		38 732

Significant lease contracts

Lease contracts for premises

The contract runs through Dec. 31, 2020. The rent calculation is based on the consumer price index.

NOTE 6

EMPLOYEES, PERSONNEL COSTS AND FEES PAID TO BOARD MEMBERS

	GROUP
	2015		2014
Salary and other remunerations:
Board, CEO and other Senior Executives		8 778		9 745
Other employees		26 641		23 818
		35 419		33 563
Social security payments:
Pension expenses for the Board, CEO and other Senior Executives		1 655		1 613
Pension expenses for other employees		1 618		1 297
Social security contributions by law and agreement		8 798		8 722
		12 071		11 632
		47 490		45 195

Principles for remuneration for Executive Management

At the annual general meeting on May 20, 2015 it was resolved to pay fees of SEK 350 thousand (350) to the Chairman and SEK 200 thousand (200) to each of the other Board Members who are not employees of the company.

Remuneration to the CEO and other Senior Executives comprises an established cost framework consisting of a basic salary, pension contributions and other benefits such as a car. Remuneration may also, at the discretion of the Board, be accompanied by a variable component and consist of a bonus. Allenex seeks to offer total remuneration in line with the market practice to be able to attract and retain senior executives. Remuneration to the CEO and other senior executives consists of a basic salary, a pension and other benefits such as a company car. After a decision from the Board remuneration may be supplemented with variable portion consisting of a bonus. In 2015, the bonus system was based on the company’s sales and profit as well as personal goals related thereto. Bonuses may not exceed 20% of base salary, except in the case of the CEO, where the ceiling is 50%. The company’s pension policy for senior executives is to offer pensions that are in line with market practice, and that are based on defined-contribution plans or follow national pension plans. The retirement age is 65. In order to encourage employees to share a long-term strategic vision with shareholders, remuneration, in addition to salary, pension and other compensation, may also consist of incentives in the form of share-related instruments. In the event of termination of employment by the company, the CEO has

a term of notice of 12 months and six months if the termination is from the CEO’s side. The term of notice varies for other senior executives, but does not exceed six months. During the term of notice, remuneration is paid according to the employee’s employment contract. Apart from this, no severance pay or similar is applicable. The Board of Directors has the right to deviate from the above guidelines if there are justifiable reasons in an individual case.

Allenex has not granted any loans, guarantees or security to the benefit of Board Members or Senior Executives. Aside from the above information and the information included in note 10, “Transactions with affiliated parties,” Allenex has not entered into agreements with any Board Members or Senior Executives. None of these persons have, directly or indirectly, through affiliated companies or through closely related family members, been involved in business transactions with Allenex other than is described in the section “Transactions with affiliated parties,” note 10.

Terms of notice and severance pay

The term of notice for the CEO is 12 months if the termination is on the part of the company and 6 months if on the part of the CEO. The term of notice for other Senior Executives is 3–6 months if on the part of the company and 3–6 months if on the part of the employee. During the term of notice, compensation is paid according to the employee’s contract of employment. Apart from the terms listed above, no severance pay or similar is applicable.

SALARY AND OTHER REMUNERATION TO THE BOARD AND OTHER SENIOR EXECUTIVES, GROUP

	BASIC SALARY/BOARD FEES		VARIABLE SALARY		PENSION COSTS		OTHER REMUNERATION		TOTAL
Remuneration and other benefits in 2015
CEO		1 980		190		492		81		2 743
Other Senior Executives (6 persons)		5 190		152		1 163		35		6 540
		7 170		342		1 655		116		9 283
Board		1 150		—		—		—		1 150
		8 320		342		1 655		116		10 433

	BASIC SALARY/BOARD FEES		VARIABLE SALARY		PENSION COSTS		OTHER REMUNERATION		TOTAL
Remuneration and other benefits in 2014
CEO		1 946		236		498		92		2 772
Other Senior Executives (6 persons)		6 041		237		1 115		43		7 436
		7 987		473		1 613		135		10 208
Board		1 150		—		—		—		1 150
		9 137		473		1 613		135		11 358

¹⁾  Remuneration to the Chairman for the period until the next AGM is SEK 350 thousand. Remuneration to other directors amounts to SEK 200 thousand for period to the next AGM.

NOTE 7

FINANCIAL INCOME

	GROUP
	2015		2014
Dividends from group companies receivables		—		—
Interest income from group companies		—		—
Interest income credit institutions		4		19
Exchange rate gains/losses		736		3 435
Other financial income		120		—
		860		3 454

NOTE 8

FINANCIAL EXPENSES

	GROUP
	2015		2014
Interest expenses 1)		-4 756		-5 156
Currency exchange losses		—		—
Other financial expenses		-1 345		-818
		-6 101		-5 974

¹⁾ Of the reported interest expenses SEK 2 238 thousand (SEK 2 857 thousand) pertains to interest on bank loans, SEK 2 000 thousand (SEK 2 000 thousand) relates to interest on shareholder loans and SEK 345 thousand (0) to interest to SSP Primers AB. See Note 19.

NOTE 9

TAXES

	GROUP
	2015		2014
Current tax		-487		-1 400
Change in deferred tax		-3 308		-3 782
		-3 795		-5 182

The differences between reported tax expenses and tax expenses based on applicable tax rates comprise the following components:

	GROUP
	2015		2014
Reported results before tax		18 927		20 370
Tax according to applicable rates		-4 164		-4 481
Effect of other taxes for foreign entities		-167		-299
Effect of non-deductible expenses		-82		-66
Effect of non-taxable income		—		—
Deficit for which deferred tax has not previously been reported		157		-737
Utilized loss for which deferred tax has previously not been recognized		461		401
Reported tax expenses		-3 795		-5 182

The applicable tax rate for Allenex is 22% (22%).

	GROUP
	2015		2014
Deferred tax assets
Loss carryforwards		1 875		2 840
Internal profit, stocks		1 060		1 330
Deferred tax liability
Intangible assets		16 394		14 321
Net		-13 459		-10 151

NOTE 10

TRANSACTIONS WITH RELATED PARTIES

Board Member Gunnar Mattsson is partner in Advokatfirman Lindahl, a company that provides legal services on a regular basis to Allenex and some of the subsidiaries at rates that are in line with market practice. In 2015, Advokatfirman Lindahl invoiced Allenex SEK 1 185 thousand (SEK 874 thousand), of which SEK 501 thousand made up a trade accounts payable on the balance sheet date.

In 2015, Sven-Olof Johansson, through his company FastPartner AB, received SEK 0 thousand (0) in interest for a loan as well as SEK 2 115 thousand (SEK 1 325 thousand) in accrued interest. Loans from FastPartner AB on the balance sheet date amounted to SEK 11 400 thousand.

In 2015, Mohammed Al Almoudi, received SEK 0 thousand (0) in interest for a loan and SEK 2 385 thousand (SEK 1 325 thousand) in accrued interest. Loans from Mohammed Al Almoudi amounted to SEK 10 600 thousand on the balance sheet date. See note 19.

For salaries and remunerations see note 6.

TRANSACTIONS BETWEEN ALLENEX AND SUBSIDIARIES 2015

	OLERUP SSP AB		HLA INTRES- SENTER AB		OLERUP INTER- NATIONAL AB		ABSORBER AB		OLERUP INC
Revenues		2 400		—		1 269		240		440
Expenses		—		—		—		—		—
Receivables		900		162 418		450		—		9 400
Liabilities		24 039		—		475		35 568		—

TRANSACTIONS BETWEEN ALLENEX AND SUBSIDIARIES 2014

	OLERUP SSP AB		HLA INTRES- SENTER AB		OLERUP INTER- NATIONAL AB		ABSORBER AB		OLERUP INC
Revenues		2 400		—		1 269		240		240
Expenses		—		—		—		—		—
Receivables		29 476		101 982		250		—		4 960
Liabilities		—		—		500		25 589		—

Guarantees, see contingent liabilities note 22.

NOTE 11

INFORMATION ON FINANCIAL INSTRUMENTS

FINANCIAL RISK

The group’s operations are exposed to various types of financial risks.

The group’s financing activities and financial risk management are carried out in accordance with a financial policy established by the Board of Directors. The policy provides guidance on how financing operations and financial risk management should be handled at Allenex. According to the policy, financial operations are managed in such a way to limit financial risks and that any financial transactions should support current operations and not be speculative. The finance function is managed centrally by the parent company.

Currency risk

The Group has significant exposure to exchange rate changes. This occurs because most of the revenues are in Euros and USA dollars, while costs are largely in SEK. A sensitivity analysis shows that a general change in the price of SEK against EUR and USD by one percentage point affects the group’s operating results by SEK 2.1 million, with the current sales focus and cost structure. The Group does not conduct hedging. The Group has no significant external receivables or liabilities in foreign currencies on the balance sheet date. However, between the companies in the group there are receivables and liabilities in various currencies involving exposure to exchange rate changes.

Financing and liquidity risk

Financing risk is the risk that the cost of securing new loans will be higher and that financing options will be limited in the refinancing of maturing loans. The acquisition of subsidiaries was financed by bank loans.

Liquidity risk is the risk that sufficient cash and cash equivalents may be lacking for planned activities and that difficulties may arise in securing or refinancing external loans. The group actively monitors cash flow and updates forecasts of expected liquidity developments. This allows the company to take appropriate action in time. The current assessment, based on currently known facts, is that the group has sufficient liquidity to operate according to current plans. There is a risk that market conditions and sales may perform negatively, which in turn will negatively impact the group’s capacity to secure ongoing financing. The bank loan that matures on June 30, 2018 includes special covenants tying key figures to results and leverage that must be met to prevent the loan from falling due. There is a risk that the group’s capacity to refinance maturing loans may be impacted negatively, in part by the group’s performance and in part by the general state of the financial markets. Allenex invests its surplus cash in liquid assets with low credit risk.

Credit risk

Credit risk is the risk that an Allenex counterparty cannot meet their payment obligations. The group’s customer relationships are stable and long-term, with historically low credit losses. Credit risk is currently assessed as low, but a change in a negative direction may affect the company’s results and financial position. Ascertained credit losses amount to SEK 0 thousand (SEK 0 thousand). Credit assessment of new customers is carried out.

Interest rate risk

Part of the financing has been raised at variable interest rates, which is why rising interest rates lead to lower returns for the company, which in turn affects the company’s results and financial position. A sensitivity analysis shows that a change in interest rates on loans at variable rates by one percentage point affects the group’s pre-tax profit by SEK 1.0 million (SEK 0.7 million).

CLASSIFICATION AND CATEGORIZATION OF ASSETS AND LIABILITIES 2015

	LOAN RECEIVABLES/ TRADE ACCOUNTS RECEIVABLE		TOTAL FINANCIAL ASSETS		NON FINANCIAL ASSETS		TOTAL
Assets
Intangible assets		—		—		289 302		289 302
Tangible assets		—		—		3 481		3 481
Participations in associates and other holdings		—		—		—		—
Deferred tax assets		—		—		2 935		2 935
Inventories		—		—		41 269		41 269
Trade accounts receivable		12 755		12 755		—		12 755
Other non-interest-bearing receivables		—		—		2 981		2 981
Prepaid expenses and accrued income		—		—		2 857		2 857
Cash and cash equivalents		4 294		4 294		—		4 294
		17 049		17 049		342 825		359 874

	FINANCIAL LIABILITIES AT AMORTIZED COST		NON FINANCIAL ASSETS		TOTAL
Equity and liabilities
Equity		—		209 503		209 503
Non-current interest-bearing liabilities		87 870		—		87 870
Deferred tax liabilities		—		16 394		16 394
Current interest-bearing liabilities		21 113		—		21 113
Trade accounts payable		9 101		—		9 101
Tax liabilities		—		—		—
Other non-interest-bearing liabilities		—		1 635		1 635
Accrued expenses and deferred income		6 850		7 408		14 258
		124 934		234 940		359 874

Fair valuation contains a valuation hierarchy regarding inputs to the valuations. The three levels are:   Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has access at the measurement date.   Level 2: Inputs other than quoted prices included within Level 1, which is directly or indirectly observable for the asset or liability. It may also refer to inputs other than quoted prices that are observable for the asset or liability, such as interest rates, yield curves, volatility and multiples.   Level 3: Non-observable inputs for the asset or liability. At this level, all information on market participant assumptions when pricing the asset or liability should be taken into account, including risk assumptions. For all the above items, with the exception of borrowings, the carrying value approximates the fair value, as these items are not divided into levels according to the valuation hierarchy.   The fair value of borrowings belongs to Level 2. As loans from credit institutions have variable interest rates and loans from shareholders are at fixed interest rates that are substantially deemed equivalent to current market rates, the book value of loans is deemed to substantially correspond to the fair value.

NOTE 11 CONT

CLASSIFICATION AND CATEGORIZATION OF ASSETS AND LIABILITIES 2014

	LOAN RECEIVABLES/ TRADE		TOTAL FINANCIAL ASSETS		NON FINANCIAL ASSETS		TOTAL
Assets
Intangible assets		—		—		280 048		280 048
Tangible assets		—		—		3 278		3 278
Participations in associates and other holdings		—		—		—		—
Deferred tax assets		—		—		4 170		4 170
Inventories		—		—		38 106		38 106
Trade accounts receivable		11 748		11 748		—		11 748
Other non-interest-bearing receivables		—		—		1 996		1 996
Prepaid expenses and accrued income		—		—		3 258		3 258
Cash and cash equivalents		7 323		7 323		—		7 323
		19 071		19 071		330 856		349 927

	FINANCIAL LIABILITIES AT AMORTIZED		NON FINANCIAL ASSETS		TOTAL
Equity and liabilities
Equity		—		220 480		220 480
Non-current interest-bearing liabilities		71 324		—		71 324
Deferred tax liabilities		—		14 321		14 321
Current interest-bearing liabilities		20 923		—		20 923
Trade accounts payable		8 092		—		8 092
Tax liabilities		—		83		83
Other non-interest-bearing liabilities		—		844		844
Accrued expenses and deferred income		6 622		7 238		13 860
		106 961		242 966		349 927

For all the above items, with the exception of borrowings, the carrying value approximates the fair value, as these items are not divided into levels according to the valuation hierarchy.

The fair value of borrowings for disclosure purposes is based on the future cash flows of principal and interest, discounted at current market rates on the balance sheet date, i.e. Level 2 of the valuation hierarchy. As loans from credit institutions have variable interest rates and loans from shareholders are at fixed interest rates that are substantially deemed equivalent to current market rates the book value of loans is deemed to substantially correspond to the fair value.

OTHER TRADE ACCOUNTS RECEIVABLES

	GROUP
	DEC 31, 2015 1)		DEC 31, 2014
Trade accounts receivable, external		12 755		11 748
		12 755		11 748

The trade accounts receivables are deemed to be of high quality.

TIME ANALYSIS OF RECEIVABLES THAT ARE DUE BUT NOT IMPARIED

	GROUP
	2015		2014
0–30 days		2 023		601
31–60 days		684		1 063
> 60 days		19		281
Total		2 726		1 945

PROVISIONS FOR DOUBTFUL ACCOUNTS

	GROUP
	2015		2014
Provisions at the start of the year		—		—
Provisions for probable losses		—		—
Reversal of earlier provisions		—		—
Provisions at the year-end		—		—

NOTE 12

INTANGIBLE ASSETS

	GOODWILL		CUSTOMER RELATIONS		TECHNOLOGY		BRAND		CAPITALIZED DEVELOPMENT COSTS		TOTAL INTANGIBLE ASSETS
Dec. 31, 2015
Opening acquisition value		215 272		4 072		104 705		31 392		2 808		358 249
Translation differences		-310		-172		—		—		—		-482
Additions for the year		—		—		—		—		12 788		12 788
Closing accumulated acquisition value		214 962		3 900		104 705		31 392		15 596		370 555
Opening amortization and impairment		—		-2 050		-76 151		—		—		-78 201
Amortization for the year		—		-572		-2 480		—		—		-3 052
Closing accumulated amortization		—		-2 622		-78 631		—		—		-81 253
Closing balance		214 962		1 278		26 074		31 392		15 596		289 302
Useful life		Indefinite		7 years straight line		15 years in pace with sales		Indefinite		Under development

Technology refers to the value of the development of AbSorber’s XM-ONE^® product. Amortization is done over a period of 15 years, in pace with sales. From 2016, amortization is written down on a straight-line basis over the remaining useful life. Brand refers to the value of the Olerup SSP brand. The brand is fully-owned by the company. The company sees no limitation in its useful life and life span, which is considered infinite. SEK 3.8 million (SEK 6.1 million) research and development costs for the year was expensed.

Impairment

Intangible assets with an indefinite useful life pertain to goodwill and brand and concern the entities Olerup SSP AB, AbSorber AB with holdings in Olerup Inc. and Olerup International AB, with the subsidiary Olerup GmbH. The operations of these entities, as in previous years, make up one cash-generating unit. This is based on that the companies target the same customer groups, have joint marketing and sales with shared product programs, shared production, and shared functions for quality assurance, regulatory affairs and financial administration. In addition to this there are capitalized development costs related to the new product QTYPE^®, which are not yet utilized.

Goodwill and intangible assets are subject to annual impairment testing or testing on the indication of a decrease in value. The recoverable amount is determined as the higher of value in use and fair value less selling costs. In 2015, impairment testing of goodwill and brand, the recoverable value was determined based on fair value less selling costs. CareDx Inc has submitted a binding offer to acquire all the shares in Allenex, corresponding to an enterprise value of approximately SEK 300 million. Impairment testing of goodwill and brand per Dec 31, 2015 show that the recoverable value, based on the fair value less selling costs, exceeded the Company’s carrying value and therefore no impairment loss been recognized.

Capitalized development costs amount to SEK 15.6 million and have not yet been put into use. The recoverable amount is determined as the higher of value in use and fair value less selling costs. In the impairment testing of capitalized development expenses of 2015, the recoverable amount is based on a calculation of value. The calculation was based on management’s assessment of the estimated cash flows of the asset during the period until the end of 2020. Forecasts include, among other things, assumptions about product launches, price trends, sales volumes, competitive products and cost developments. Cash flow beyond 2020 has been extrapolated using estimated growth rates, which are set at 2%. In calculating the value of value in use, the average cost of capital (WACC before tax) is adopted at 20% . The impairment test of intangible assets, shows that the recoverable amount exceeds its carrying amount and thus no further impairment has been reported. No reasonable changes in the assumptions and estimates would lead to impairment.

	GOODWILL		CUSTOMER RELA- TIONS		TECHNOLOGY		BRAND		CAPITALIZED DEVELOPMENT COSTS		TOTAL INTANGIBLE ASSETS
Dec. 31, 2014
Opening acquisition value		214 806		3 880		104 705		31 392		—		354 783
Translation differences		466		192		—		—		—		658
Provisions for the year		—		—		—		—		2 808		2 808
Closing accumulated acquisition value		215 272		4 072		104 705		31 392		2 808		358 249
Opening depreciation/amortization		—		-1 478		-75 251		—		—		-76 729
Depreciation/amortization and impairment for the year		—		-572		-900		—		—		-1 472
Closing accumulated depreciation/ amortization		—		-2 050		-76 151		—		—		-78 201
Closing balance		215 272		2 022		28 554		31 392		2 808		280 048

Impairment

The operations of these entities, as in previous years, make up one cash-generating unit. This is based on that the companies target the same customer groups, have joint marketing and sales with shared product programs, shared production, and shared functions for quality assurance, regulatory affairs and financial administration. The impairment assessment has therefore been made on the basis of the total segment’s recoverable amount. The recoverable amount of the total operating segment based on value in use. The calculation of this is based on estimated cash flows of the operating segment based on assessments made by management covering the period until the end of 2019. Management’s estimates of future cash flows are based on the measures implemented in recent years and are based on experiences and expectations regarding market developments.

Forecasts include, among other things, assumptions about product launches, price trends, sales volumes, competitive products and cost developments. Cash flow beyond 2019 has been extrapolated using estimated growth rates, which are set at 2%. In calculating the value of value in use, the average cost of capital (WACC before tax) is adopted at 12% . The impairment test of intangible assets, shows that the recoverable amount exceeds its carrying amount and thus no further impairment has been reported. No reasonable changes in the assumptions and estimates would lead to impairment.

NOTE 13

TANGIBLE FIXED ASSETS

	EQUIPMENT		MACHINERY AND OTHER TECHNICAL FACILITIES		LEASEHOLD IMPROVEMENT		TOTAL TANGIBLE FIXED ASSETS
Group Dec. 31, 2015
Opening acquisition value		5 696		2 469		3 432		11 597
Translation differences		-1		—		—		-1
Purchases		194		1 064		—		1 258
Divestment/disposal		-516		-192		—		-708
Closing accumulated acquisition value		5 373		3 341		3 432		12 146
Opening depreciation		-5 041		-1 961		-1 317		-8 319
Translation differences		24		—		—		24
Divestment/disposal		516		192		—		708
Depreciation for the year		-407		-318		-353		-1 078
Closing accumulated depreciation		-4 908		-2 087		-1 670		-8 665
Closing balance		465		1 254		1 762		3 481
	EQUIPMENT		MACHINERY AND OTHER TECHNICAL FACILITIES		LEASEHOLD IMPROVEMENT		TOTAL TANGIBLE FIXED ASSETS
Group Dec. 31, 2014
Opening acquisition value		5 214		2 298		3 432		10 944
Translation differences		209		—		—		209
Purchases		273		171		—		444
Closing accumulated acquisition value		5 696		2 469		3 432		11 597
Opening depreciation		-4 472		-1 727		-964		-7 163
Translation differences		-178		—		—		-178
Depreciation for the year		-391		-234		-353		-978
Closing accumulated depreciation		5 041		-1 961		-1 317		-8 319
Closing balance		655		508		2 115		3 278

NOTE 14

PARTICIPATIONS IN ASSOCIATES AND OTHER HOLDINGS DEC. 31, 2015

	CORP. REG. NO.		DOMICILE		ALLENEX SHARE OF CAPITAL-/VOTE		NUMBER OF SHARES		BOOK VALUE
Associated companies
ONCOlog Medical QA AB		556572-6915		Uppsala		—		—		—
Total book value in the parent company										—
Participations in associates and other holdings
Opening balance Jan 1, 2015										—
Divested during the year										—
Closing balance Dec. 31, 2015										—

The bankruptcy of ONCOlog Medical QA AB was concluded in 2015.

PARTICIPATIONS IN ASSOCIATES AND OTHER HOLDINGS DEC. 31, 2014

	CORP. REG. NO.		DOMICILE		ALLENEX SHARE OF CAPITAL-/VOTE			NUMBER OF SHARES		BOOK VALUE
Associated companies
ONCOlog Medical QA AB		556572-6915		Uppsala		20.3	%		140 648		—
Total book value in the parent company											—
Participations in associates and other holdings
Opening balance Jan 1, 2014											—
Divested during the year											—
Closing balance Dec. 31, 2014											—

ONCOlog Medical AB was declared bankrupt in May 2013. The bankruptcy was concluded in 2015 and has had no impact on results.

NOTE 15

INTEREST-BEARING RECEIVABLES OF

ASSOCIATES

	CONVERTIBLE DEBENTURE AT ASSOCIATES
	DEC 31, 2015		DEC 31, 2014
Opening balance 1)		—		3 000
Divested companies/liquidations		—		-3 000
Closing balance		—		—
Opening impairment		—		-3 000
Divested companies/liquidations		—		3 000
Closing accumulated impairments		—		—
Closing balance		—		—

¹⁾  SEK 3 000 thousand pertains to BioResonator AB whose bankruptcy was concluded in 2014.

NOTE 16

INVENTORIES

	DEC. 31, 2015		DEC. 31, 2014
The inventory breakdown is as follows:
Raw materials and consumables		4 741		5 858
Finished goods and goods for sale		36 528		32 248
		41 269		38 106

Inventories are valued at cost in their entirety.

NOTE 17

PREPAID EXPENSES AND ACCRUED INCOME

	DEC. 31, 2015		DEC. 31, 2014
Accrued income group companies		—		—
Lease expenses (rent of premises)		1 472		1 516
Insurance		162		426
Licenses		594		557
Other		629		759
		2 857		3 258

NOTE 18

EQUITY

SHARE CAPITAL	NUMBER OF SHARES		TOTAL SHARE CAPITAL 1)
Jan 1, 2015		120 288 448		120 288 448
Dec. 31, 2015		120 288 448		120 288 448
Jan 1, 2014		120 288 448		120 288 448
Dec. 31, 2014		120 288 448		120 288 448

1) The company has one series of shares entitling the owner to one vote per share. The shares have a quota value of SEK 1 per share. All shares are fully paid.

Capital

Allenex capital is made up of shareholders’ equity. Changes in managed shareholders’ equity are shown in “Consolidated statement of changes in equity”.

Allenex financial objectives are to increase consolidated sales in one business cycle by an average of at least 10 percent per year, with an EBIT operating margin that exceeds 20 percent. The company aims to achieve these financial objectives by being a leading global player in the transplantation diagnostics sector, with a focus on growth and profitability. In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches of the financial covenants of any interest bearing loans and borrowing in the current period or during the years ended 31 December 2015 and 2014.

See note 19 for details concerning the group’s external loan conditions.

NOTE 19

INTEREST-BEARING LIABILITIES

2015	IN 1 MONTH		1-3 MONTHS		3-12 MONTHS		1-2 YEARS		TOTAL
Repayment
Liabilities to credit institutions		—		3 000		9 000		56 000		68 000
Liabilities to shareholders		—		—		—		22 000		22 000
Liabilities to others		—		4 000		—		10 000		14 000
Total repayment		—		7 000		9 000		88 000		104 000

The loan runs until June 30, 2018.

2015	IN 1 MONTH		1-3 MONTHS		3-12 MONTHS		1-2 YEARS		TOTAL
Interest
Liabilities to credit institutions		—		503		1 373		803		2 679
Liabilities to shareholders		—		550		1 650		1 100		3 300
Debt to others		—		95		225		175		495
Total interest		—		1 148		3 248		2 078		6 474

LENDER 2015	BORROWINGS		CONDITIONS
Non-current liabilities
Mohammed Al Almoudi 1)		10 600		10	%
FastPartner AB 1)		11 400		10	%
SSP Primers AB 2)		10 000		3	%
Danske Bank 3)		56 000		Stibor 3 months + 3.0	%
Capitalized borrowing costs		-130
Total non-current liabilities		87 870
Current liabilities
Danske Bank 3)		12 000		Stibor 3 months + 3.0	%
SSP Primers AB 2)		4 000		3	%
Danske Bank overdraft 4)		5 208		Danskebas UT + 1.65	%
Capitalized borrowing costs		-95
Total current liabilities		21 113

¹⁾  Loans from Mohammed Al Almoudi and FastPartner AB are subordinated. In 2015, no interest was paid. Amortization of shareholder loans and payment of interest can be made only after certain requirements for working capital. In 2015, no amortization was made.

²⁾  Loan from SSP Primers AB amortized by SEK 4 000 thousand in 2016, SEK 5 000 thousand in 2017 and SEK 5 000 thousand in 2018. Interest runs at 3 percentage points and is paid out in conjunction with amortization.

³⁾  The bank loan runs with a basic STIBOR 3-month rate with a margin, which is conditional on the fulfillment of certain criteria, currently 3.0 percentage points. The bank loan agreement contains customary provisions or covenants concerning the fulfillment of key indicators tied to earnings and debt levels. The loan is amortized over its lifetime through June 30, 2018. After the end of the financial year, upon agreement with the bank, amortization for 2016 was changed from SEK 3 000 thousand to SEK 1 500 thousand per quarter.

⁴⁾  During the year, the overdraft facility was increased from SEK 5 000 thousand to SEK 8 000 thousand. Of SEK 8 000 thousand, SEK 2 792 thousand was unused at Dec. 31, 2015.

2014	IN 1 MONTH		1-3 MONTHS		3-12 MONTHS		1-2 YEARS		TOTAL
Repayment
Liabilities to credit institutions		—		3 000		9 000		52 000		64 000
Liabilities to shareholders		—		—		—		20 000		20 000
Liabilities to others		—		—		—		—		—
Total repayment		—		3 000		9 000		72 000		84 000

2014	IN 1 MONTH		1-3 MONTHS		3-12 MONTHS		1-2 YEARS		TOTAL
Interest
Liabilities to credit institutions		—		630		1 830		1 070		3 530
Liabilities to shareholders		—		—		—		3 000		3 000
Debt to others		—		—		—		—		—
Total interest		—		630		1 830		4 070		6 530

LENDER 2014	BORROWINGS		CONDITIONS
Non-current liabilities
Mohammed Al Almoudi 1)		10 600		10	%
FastPartner AB 1)		9 400		10	%
Danske Bank 2)		52 000		Stibor 3 months + 3.4	%
Capitalized borrowing costs		-676
Total non-current liabilities		71 324
Current liabilities
Danske Bank 2)		12,000		Stibor 3 months + 3.4	%
SSP Primers AB		4,000		6	%
Danske Bank overdraft 3)		4,923		Danskebas UT + 1.65	%
Total current liabilities		20,923

¹⁾  The loan from Mohammed Al Almoudi and FastPartner AB is subordinated. No interest was paid in 2014. Amortization of the shareholder loan can be made only after certain working capital requirements have been met. In 2014, no amortization was made.

²⁾  The bank loan runs with a basic STIBOR 3-month rate with a margin, which is conditional on the fulfillment of certain criteria, currently 3.4 percentage points. The bank loan agreement contains customary provisions or covenants concerning the fulfillment of key indicators tied to earnings and debt levels. The loan is amortized over its lifetime through June 30, 2016. After the end of the financial year, amortization for 2015 was changed from SEK 3,000 thousand to SEK 1,500 per quarter through an agreement with the bank.

³⁾  The bank overdraft totals SEK 5,000 thousand, with SEK 77 thousand unused at Dec. 31, 2014.

NOTE 20

ACCRUED EXPENSES AND DEFERRED INCOME

	DEC. 31, 2015		DEC. 31, 2014
Employee-related liabilities		6 348		6 143
Accrued Board fees incl. social security cont.		1 060		1 095
Deferred income		—		—
Other		6 850		6 622
		14 258		13 860

NOTE 21

PLEDGED ASSETS

	DEC. 31, 2015		DEC. 31, 2014
Shares in associates		—		—
Shares in subsidiaries 1)		262 143		251 380
		262 143		251 380

¹⁾  Shares in Olerup SSP AB and AbSorber AB are pledged as security for HLA Intressenter’s loan from Danske Bank for SEK 68.0 million. AbSorber AB and its subsidiaries are included at SEK 42 022 thousand (SEK 43 024 thousand) and Olerup SSP at SEK 220 122 thousand (SEK 208 356 thousand) in the note above.

NOTE 22

CONTINGENT LIABILITIES

	DEC. 31, 2015				DEC. 31, 2014
	GUARANTEE		PERTAINS TO		GUARANTEE		PERTAINS TO
Benefitting Olerup SSP AB		8 000		Overdraft		—
Benefitting Olerup International AB		—				5 000		Overdraft
Benefitting HLA Intressenter AB		68 000		Bank loan		64 000		Bank loan
Total		76 000				69 000

NOTE 23

TRANSACTIONS WITH NON-CONTROLLING INTERESTS

In 2014, cash dividend of SEK 3.7 million was paid to non-controlling interests as management made a group contribution in 2013.

On February 25, 2015, Allenex acquired 9.0 percent of Olerup SSP AB, 1.9 percent of Absorber AB, 25.0 percent of Olerup International AB as well as 50.0 percent of Olerup Inc. USA. Under the terms of the agreement, SSP Primers AB has waived any further claims on Allenex and the other companies in the group, regarding accrued interest, among other things. 2014 profit in Olerup SSP AB and Olerup International AB was transferred to Allenex in full. The purchase price for the acquisition of shares amounted to SEK 20.0 million and was financed by loans provided by the group’s main bank and payment to SSP Primers AB in three installments of SEK 4.0 million (February 2016), SEK 5.0 million (February 2017) and SEK 5.0 million (February 2018). A fixed interest rate of 3 percent paid annually in arrears will be charged on the outstanding amount.

NOTE 24

SHARES IN SUBSIDIARIES DEC. 31, 2015

	2015		2014
Holdings in subsidiaries
Parent company
Accumulated acquisition costs
At the start of the year		174 110		174 110
Acquisition of non-controlling interests		20 000		—
Closing balance December 31, 2015		194 110		174 110
Accumulated impairment
At the start of the year		-116 732		-116 732
Closing balance December 31, 2015		-116 732		-116 732
Carrying amount December 31, 2015		77 378		57 378

Parent company’s direct holdings of shares in subsidiaries

Company name	Corporate registration number	Domicile	Share of capital/ vote			Number of shares		Book value
HLA Intressenter AB	556760-4672	Stockholm		100.00	%		100 000		12 100
AbSorber AB	556570-7980	Stockholm		100.00	%		514 235		30 000
Olerup International AB	556780-5873	Stockholm		100.00	%		100 000		19 278
Olerup SSP AB	555650-7257	Stockholm		9.00	%		135		16 000
Olerup Inc.		West Chester, PA,USA		50.00	%				—
									77 378
Parent company’s indirect holdings of shares in subsidiaries
Company name	Corporate registration number	Domicile	Share of capital/ vote			Number of shares		Book value
Olerup SSP AB	555650-7257	Stockholm		91.00	%		1 365		—
Olerup Inc.		West Chester, PA,USA		50.00	%				—
Olerup GmbH		Vienna, Austria		100.00	%				—

NOTE 25

SIGNIFICANT EVENTS AFER THE YEAR-END

Public takeover

On April 14, 2016, CareDx, Inc., a US-based diagnostic company listed in NASDAQ Global Market exchange, acquired 118 207 862 shares, representing 98.3 percent of the total outstanding shares of the Company. Under the terms of the Conditional Share Purchase Agreements entered into on December 16, 2015, as amended and the tender offer prospectus dated March 7, 2016, and as a result of the tender offer, the purchase consideration is expected to total approximately SEK 300 million (US$35.0 million) consisting of SEK 238.4 million (US$27.8 million) of cash, of which approximately SEK 53.1 million (US$6.2 million) is deferred purchase consideration payable to the majority shareholders of the Company no later than March 31, 2017 and the issuance of 1 375 029 shares of CareDx, Inc.’s common stock valued at SEK 61.7 million (US$7.2 million).

CareDx, Inc. intends to initiate compulsory acquisition proceedings under Swedish law to purchase the remaining shares of Allenex. In connection therewith, CareDx intends to initiate a delisting of the Company from Nasdaq Stockholm.

Compliant with debt covenants

As disclosed in note 11, the bank loans that mature on June 30, 2018 contain special covenant related to operating results and leverage that must be met to prevent the loan from falling due. Management has performed a quarterly covenant compliant review and has concluded that the Company is in compliance with these debt covenants as of March 31, 2016.

Product recall

In April 2016, the company received a customer complaint regarding a false negative amplification test related to one kit product. After assessing the complaint in accordance with the company’s internal policy, management decided on April 29, 2016 to recall the products. The customer did not report any illness or injury before or at the time of the false negative. As a result of this complaint, management plans to cease distribution of the product and recall the product from the market in accordance with a Field Safety Notice. Customers will be asked to destroy the products and replacement products will be provided to the affected customers upon request.

A total of 962 kits were manufactured in some lots. The remaining inventory at the company as at the date of these financial statements is 219 kits with a value of SEK 324 thousand. These inventories are quarantined from other products and will be scrapped in 2016. A total of 743 kits have been sold to customers during 2014, 2015 and 2016. Management cannot reliably estimate the number of replacement kits needed as the Company is awaiting response from customers on the unused kits entitled to a replacement product.

Management expects no negative legal actions as a result of this product defect as the indication of the kit is not a clinical indication. Clinicians are responsible for interpreting test result of the kits.

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information gives effect to the Transaction. The unaudited pro forma condensed combined statements of operations combine the historical statements of operations of CareDx for the three months ended March 31, 2016 and year ended December 31, 2015, and Allenex for the three months ended March 31, 2016 and year ended December 31, 2015, as if the Transaction had been completed on January 1, 2015.

The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of CareDx as of March 31, 2016 and Allenex as of March 31, 2016, as if the Transaction had been completed on March 31, 2016.

The historical financial statements of CareDx are presented in USD and have been prepared in accordance with U.S. GAAP. The historical financial statements of Allenex are presented in Swedish Kronor (SEK) and have been prepared in accordance with IFRS as issued by the IASB.

The unaudited pro forma condensed combined financial information has been prepared under U.S. GAAP using the acquisition method of accounting under Accounting Standards Codification 805, Business Combinations (“ASC 805”), with CareDx treated as the accounting acquirer. The unaudited pro forma condensed combined financial information conforms to Article 11 of Regulation S-X, Pro forma financial information.

The historical financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma matters that are directly attributable to the Transaction and factually supportable, and with respect to the unaudited condensed combined statement of operations, expected to have a continuing impact on the operating results of the Combined Company. Additionally, certain pro forma adjustments have been made to the historical consolidated financial statements of Allenex in order to (i) convert their financials to U.S. GAAP, (ii) conform their accounting policies to those applied by CareDx and (iii) present them in a manner consistent with CareDx’ presentation.

The acquisition method of accounting is dependent upon certain valuations and other studies that must be prepared as of the completion date of the Transaction. For purposes of preparing the preliminary valuation, CareDx used information provided by Allenex management, publicly available information, as well as a variety of other assumptions, including market participant assumptions, cost and development assumptions, and certain other high-level assumptions. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma condensed combined financial information.

The unaudited condensed combined pro forma information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the Transaction had been completed as of the dates set forth above, nor is it indicative of the future results of the Combined Company. Because of its nature, the unaudited pro forma condensed combined financial information addresses a hypothetical situation and, therefore, does not represent the Combined Company’s actual financial position or results of operations. Furthermore, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of the Combined Company following the Transaction. The unaudited pro forma condensed combined statements of operations do not reflect any revenue or cost savings (or associated costs to achieve such savings) from synergies that may be directly related to the Transaction.

1

The unaudited condensed combined pro forma information should be read in conjunction with:

• The accompanying notes to the unaudited pro forma condensed combined financial information;

• CareDx’ audited financial statements and related notes contained in the Annual Report on Form 10-K as of and for the year ended December 31, 2015, as incorporated by reference in this report (“Form 8-K/A”);

• CareDx’ unaudited condensed financial statements and related notes contained in the Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2016, as incorporated by reference in this report (“Form 8-K/A”);

• CareDx’ current report on Form 8-K as of April 12, 2016;

• Allenex’ audited consolidated financial statements as of and for the year ended December 31, 2015 together with related notes, which are available on Allenex’ website (www.allenex.com), included in this report (“Form 8-K/A”);

• Allenex’ unaudited financial interim information and related notes contained in the Interim Report as of and for the three months ended March 31, 2016, included in this report (“Form 8-K/A”);

• The other information contained in this report (“Form 8-K/A”).

2

Unaudited Pro Forma Condensed Combined

Balance Sheet

As of March 31, 2016

USD, in thousands	CareDx Historical			Allenex U.S. GAAP Note 3			Pro Forma Adjustments			Notes		Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	23,752		$	383		$	(21,807	)		5a	$	23,092
								22,169			6a
								(1,405	)		6c
Accounts receivable		2,512			1,642			—					4,154
Inventory		595			5,462			6,013			5d		12,070
Prepaid and other assets		807			988			157			5l		1,952
Total current assets		27,666			8,475			5,127					41,268
Property, plant and equipment, net		2,346			450			175			5e		2,971
Intangible assets, net		6,650			7,138			24,132			5f		37,920
Goodwill		12,005			26,468			(12,521	)		5g		26,351
								399			5l
Restricted cash		147			—			—					147
Other noncurrent assets		20			—			—					20
Total assets	$	48,834		$	42,531		$	17,312				$	108,677
Liabilities, redeemable preferred stock and stockholders’ equity
Current liabilities:
Accounts payable	$	2,536		$	1,901		$	—				$	4,437
Accrued payroll liabilities		1,609			542			—					2,151
Accrued and other liabilities		5,298			1,407			5,163			5a		11,919
								51			5l
Accrued royalties		232			—			—					232
Deferred revenue		137			—			—					137
Current portion of long-term debt		4,419			1,253			—					5,672
Total current liabilities		14,231			5,103			5,214					24,548
Deferred income taxes		—			1,234			7,817			5h		8,955
								(96	)		5l
Deferred rent, net of current portion		1,347			—			—					1,347
Deferred revenue, net of current portion		693			—			—					693
Long-term debt, net of current portion		11,368			12,001			—					23,369
Contingent consideration		735			—			—					735
Other liabilities		—			—			652			5l		5,609
								4,667			6a
								290			6d
Total liabilities		28,374			18,338			18,544					65,256
Commitments and contingent liabilities
Redeemable preferred stock		—			—			14,585			6a		14,585
Stockholder’s equity:
Common stock		12			14,806			(14,806	)		5c		14
								1			5a
								1			6a
Additional paid-in capital		203,284			61,681			(61,681	)		5c		211,709
								7,204			5a
								(1,405	)		6c
								2,916			6a
								(290	)		6d
Accumulated other comprehensive loss		—			(2,312	)		2,312			5c		—
Accumulated deficit		(182,836	)		(49,982	)		49,982			5c		(182,887	)
								(51	)		5l
Total stockholders’ equity		20,460			24,193			(15,817	)				28,836
Total liabilities, redeemable preferred stock and stockholders’ equity	$	48,834		$	42,531		$	17,312				$	108,677

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

3

Unaudited Pro Forma Condensed Combined

Statement of Operations

For the Three Months Ended March 31, 2016

USD, in thousands	CareDx Historical			Allenex U.S. GAAP Note 3			Pro Forma Adjustments			Notes	Pro Forma Combined
Revenue:
Testing revenue	$	6,452		$	3,866		$	—			$	10,318
Collaboration and license revenue		110			—			—				110
Other revenue		—			78			—				78
Total revenue		6,562			3,944			—				10,506
Operating expenses:
Cost of testing		2,772			1 707			395		5e, f		4,874
Research and development		3,159			445			(77	)	5f		3,527
Sales and marketing		1,737			1,258			174		5f		3,169
General and administrative		5,676			608			2		5e		4,127
								(2,159	)	5b
Change in estimated fair value of contingent consideration		(213	)		—			—				(213	)
Total operating expenses		13,131			4 018			(1,665	)			15,484
Income (loss) from operations		(6,569	)		(74	)		1,665				(4,978	)
Interest expense		(266	)		(145	)		—				(411	)
Other income (expense), net		(2,917	)		(53	)		2,879		5b		(91	)
Loss before income taxes		(9,752	)		(272	)		4,544				(5,480	)
Income tax (expense)/benefit		—			144			(51	)	5i		93
Net (loss)	$	(9,752	)	$	(128	)	$	4,493			$	(5,387	)
Net (loss) per share
Basic	$	(0.81	)	$	(0.00	)				5k	$	(0.29	)
Diluted	$	(0.81	)	$	(0.00	)				5k	$	(0.29	)
Weighted average shares
Basic		11,969,714			120,288,448			1,375,028		5j		18,900,916
								5,556,174		6b
								(120,288,448	)	5m
Diluted		11,969,714			120,288,448			1,375,028		5j		18,900,916
								5,556,174		6b
								(120,288,448	)	5m

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

4

Unaudited Pro Forma Condensed Combined

Statement of Operations

For the Year Ended December 31, 2015

USD, in thousands	CareDx Historical			Allenex U.S. GAAP Note 3			Pro Forma Adjustments			Notes	Pro Forma Combined
Revenue:
Testing revenue	$	27,881		$	15,949		$	—			$	43,830
Collaboration and license revenue		263			—			—				263
Other revenue		—			315			—				315
Total revenue		28,144			16,264			—				44,408
Operating expenses:
Cost of testing		10,273			5,600			1,581		5e,f		17,454
Research and development		9,333			2,053			(294	)	5f		11,092
Sales and marketing		8,349			5,436			695		5f		14,480
General and administrative		12,247			1,826			10		5e		12,941
								(1,142	)	5b
Change in estimated fair value of contingent consideration		(126	)		—			556		5a		430
Total operating expenses		40,076			14,915			1,406				56,397
Income (loss) from operations		(11,932	)		1,349			(1,406	)			(11,989	)
Interest expense		(1,587	)		(563	)		(496	)	5a		(2,646	)
Other income (expense), net		(188	)		(58	)		128		5b		(118	)
Income (loss) before income taxes		(13,707	)		728			(1,774	)			(14,753	)
Income tax (expense)		—			(91	)		(127	)	5i		(177	)
								41		5l
Net income (loss)	$	(13,707	)	$	637		$	(1,860	)		$	(14,930	)
Net income (loss) per share
Basic	$	(1.16	)	$	0.01					5k	$	(0.79	)
Diluted	$	(1.16	)	$	0.01					5k	$	(0.79	)
Weighted average shares
Basic		11,860,885			120,288,448			1,375,028		5j		18,792,087
								5,556,174		6b
								(120,288,448	)	5m
Diluted		11,860,885			120,288,448			1,375,028		5j		18,792,087
								5,556,174		6b
								(120,288,448	)	5m

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

5

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1 Description of transaction

On December 16, 2015, CareDx, Inc. (NASDAQ: CDNA) issued a press release in Sweden and in the U.S. announcing its intent, to combine with Allenex (ALNX.ST: Sweden NASDAQ), pursuant to a tender offer, that was supported by the Allenex board of directors and three institutional investors (“Majority Shareholders”) which together represent approximately 77.93 percent of the outstanding shares of Allenex as of March 31, 2016, to acquire 100 percent of Allenex’ shares (“The Transaction”). The shareholders who own the remaining 22.07 percent of the outstanding Allenex shares, primarily based in Sweden (“Minority Shareholders”) were also invited to participate in the tender offer. On February 9, 2016, CareDx announced a revision to the deferred consideration alternative which was the consideration alternative agreed to by the Majority Shareholders. As a consequence of the enhanced share component following the revision, CareDx also revised the mixed consideration alternative which was offered to Minority Shareholders to reflect the enhanced share component.

On March 27, 2016 a tender offer document was made public. On April 6, 2016 Allenex shareholders holding an aggregate of 118,207,862 shares, corresponding to 98.27 percent of the total number of outstanding shares in Allenex, accepted the tender offer.

On April 14, 2016, CareDx announced settlement and completion of a successful tender of 98.27 percent of Allenex outstanding shares as part of a public tender offer (“Acquisition date” and/or “Closing date”).

The Majority Shareholders holding an aggregate of 93,739,912 shares tendered all their shares. The Transaction consideration payable to Majority Shareholders consists of SEK 1.191 per share payable in cash (in aggregate, SEK 111.6 million, or USD 13.7 million, at April 14, 2016), SEK 0.54 per share payable in cash by March 31, 2017 subject to the achievement of certain financial and research and development milestones (in aggregate, SEK 42.0 million, or USD 5.2 million, at April 14, 2016), and 0.01458 shares of CareDx common stock per Allenex share held (in aggregate, 1,366,727 shares of CareDx common stock which had a fair value of SEK 58.3 million, or USD 7.2 million, at April 14, 2016).

The Minority shareholders tendered their shares as follows:

(i) 23,898,587 shares under the All cash alternative, corresponding to 19.9 percent of the total number of outstanding shares in Allenex – The transaction consideration consists of SEK 2.50 per share payable in cash (in aggregate, SEK 59.7 million, or USD 7.3 million, at April 14, 2016);

(ii) 569,363 shares under the Mixed consideration alternative, corresponding to 0.5 percent of the total number of outstanding shares in Allenex – The transaction consideration consists of SEK 1.731 per share payable in cash (in aggregate, SEK 1.0 million, or USD 0.1 million, at April 14, 2016) and 0.01458 shares of CareDx common stock per Allenex share held (in aggregate, 8,301 shares of CareDx common stock which had a fair value of SEK 0.4 million, or USD 43 thousand, at April 14, 2016).

The Minority shareholders holding an aggregate of 2,080,586 shares, corresponding to 1.73 percent of the total number of outstanding shares in Allenex, did not tender their shares. The Transaction consideration payable to Minority Shareholders for the remaining shares consists of SEK 2.50 per share payable in cash (in aggregate, SEK 5.2 million, or USD 0.6 million, at April 14, 2016).

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As more than 90 percent of the total outstanding Allenex shares were acquired, CareDx intends to initiate compulsory acquisition procedures with respect to the remaining Allenex shares under the Swedish Companies Act. In connection therewith, CareDx subsequently intends to initiate a delisting of Allenex from Nasdaq Stockholm. This process is expected to be concluded in June 2016.

The Transaction will be accounted for under the acquisition method of accounting in accordance with ASC 805, with CareDx treated as the accounting acquirer. Under the acquisition method of accounting, all of Allenex’ acquired assets and liabilities assumed in the Transaction will be recorded by CareDx at their acquisition date estimated fair values, while all Transaction costs associated with the transaction will be expensed as incurred.

Note 2 Basis of presentation

Allenex’ historical consolidated financial statements as of and for the three months ended March 31, 2016 and the year ended December 31, 2015 have been prepared in accordance with IFRS as issued by the IASB and use the local currency, SEK, as the reporting currency. As a result, Allenex’ historical consolidated financial statements have been converted from IFRS to U.S. GAAP (Note 3) and translated from SEK to USD for the preparation of the unaudited pro forma condensed combined financial information herein.

The unaudited pro forma financial information has been presented in USD, which is CareDx’ functional and reporting currency. Allenex’ historical financial information has been converted using the following rates as quoted by OANDA.com:

• the unaudited adjusted statements of operations for the three months ended March 31, 2016 and the year ended December 31, 2015 were translated using the average exchange rate for the periods of SEK 8.45 per USD and SEK 8.44 per USD, respectively; and

• the unaudited adjusted balance sheet was translated at the closing rate of SEK 8.13 per USD as of March 31, 2016.

Sensitivity analysis

During the three months ended March 31, 2016, the USD/SEK exchange rate averaged SEK 8.45 compared to 8.35 SEK during the three months ended March 31, 2015, and was SEK 8.14 per USD as of April 14, 2016 as quoted by OANDA.com. A significant decline in the USD/SEK exchange rate may have a material adverse effect on the Allenex reported SEK amounts of revenue and net income.

CareDx believes that a 10 percent fluctuation in the USD/SEK exchange rate is reasonably possible. The table below illustrates the potential impact to Allenex’ SEK amounts of revenue and net income as converted to USD resulting from a 10 percent increase or decrease in the USD/SEK exchange rate (in USD thousands):

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USD, in thousands	Allenex adjusted U.S. GAAP			10% increase in USD/SEK exchange rate					10% decrease in USD/SEK exchange rate
Total revenue		3,866			(357	)	3,509			423		4,289
Net loss		(128	)		11		(117	)		(14	)	(142	)

Reclassifications

Based on information known and assessed on the date of the report (“Form 8-K/A”) and on the amounts reported in the statements of operations and balance sheets of CareDx and Allenex as of and for the three months ended March 31, 2016 and statements of operations for the year ended December 31, 2015, certain financial line items included in Allenex’ historical consolidated financial statement presentation have been reclassified to conform to corresponding line items included in the CareDx’ historical financial statement presentation. These reclassifications have no material impact on the historical operating income, net income, total assets, liabilities or stockholders’ equity previously reported by Allenex (Note 3). Additionally, based on a comparison of Allenex’ summary of significant accounting policies as disclosed in the notes to Allenex’ consolidated financial statements, with those of CareDx, the nature and amount of any adjustments to the historical consolidated financial statements of Allenex to conform its accounting policies to those of CareDx are not expected to be material, other than the adjustments required to conform to U.S. GAAP as discussed in Note 3.

In addition, the unaudited pro forma condensed combined financial information includes adjustments to reflect the financing structure established to fund the Transaction (Notes 5 and 6).

The unaudited pro forma condensed combined financial information is based on information available as of the date of the Offer document. Further review of Allenex’ accounting policies and historical consolidated financial statements may result in further revisions to these adjustments to conform to CareDx’ financial statement presentation.

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Note 3 Description of IFRS to U.S. GAAP adjustments

Unaudited adjusted Allenex consolidated balance sheet

As of March 31, 2016

				Reclassifications and IFRS to U.S. GAAP Adjustments (in SEK)
In thousands	Allenex Historical IFRS (in SEK)			Reclassifications 3 (a)			Capitalized development costs 3 (c)			Taxes on unrealized intercompany profit 3 (e)			Allenex adjusted U.S. GAAP (in SEK)			Allenex adjusted U.S. GAAP (in USD)
Assets
Current assets:
Cash and cash equivalents	SEK	3,108		SEK	—		SEK	—		SEK	—		SEK	3,108		$	383
Accounts receivable		—			13,344			—			—			13,344			1,642
Inventory		44,376			—			—			—			44,376			5,462
Current receivables		20,038			(20,038	)		—			—			—			—
Prepaid and other assets		—			6,694			—			1,330			8 024			988
Total current assets		67,522			—			—			1 330			68,852			8,475
Deferred income taxes		3,796			(2,765	)		—			(1,031	)		—			—
Property, plant and equipment, net		3,656			—			—			—			3,656			450
Intangible assets, net		75,896			—			(17,903	)		—			57,993			7,138
Goodwill		215,041			—			—			—			215,041			26,468
Total assets	SEK	365,911		SEK	(2 765	)	SEK	(17,903	)	SEK	299		SEK	345,542		$	42,531
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	SEK	—		SEK	15,448		SEK	—		SEK	—		SEK	15,448		$	1,901
Accrued payroll liabilities		—			4,405			—			—			4,405			542
Accrued and other liabilities		—			11,433			—			—			11,433			1,407
Non-interest bearing current liabilities		31,286			(31,286	)		—			—			—			—
Current portion of long-term debt		10,173			—			—			—			10,173			1,253
Total current liabilities		41,459			—			—			—			41,459			5,103
Deferred income taxes		16,732			(2,765	)		(3,939	)		—			10,028			1,234
Long-term debt, net of current portion		97,500			—			—			—			97,500			12,001
Total liabilities		155,691			(2 765	)		(3,939	)		—			148,987			18,338
Stockholder’s equity:
Common stock		120,288						—			—			120,288			14,806
Additional paid-in capital		501,130						—			—			501,130			61,681
Accumulated other comprehensive loss*		(18,785	)					—			—			(18,785	)		(2,312	)
Accumulated deficit		(392,413	)					(13,964	)		299			(406,078	)		(49,982	)
Total stockholders’ equity		210,220			—			(13,964	)		299			196,555			24,193
Total liabilities and stockholders’ equity	SEK	365,911		SEK	(2 765	)	SEK	(17,903	)	SEK	299		SEK	345,542		$	42,531

(*) Accumulated other comprehensive loss is attributable to translation differences.

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Unaudited adjusted Allenex consolidated statement of operations

Three Months ended March 31, 2016

				Reclassifications and IFRS to U.S. GAAP Adjustments (in SEK)
In thousands	Allenex Historical IFRS (in SEK)			Reclassifi- cations 3 (a)			Capitalized personnel costs 3 (b)			Capitalized development costs 3 (c)			Taxes on unrealized intercompany profit 3 (e)		Allenex adjusted U.S. GAAP (in SEK)			Allenex adjusted U.S. GAAP (in USD)
Revenue:
Testing revenue	SEK	—		SEK	32,612		SEK	—		SEK	—		SEK	—		SEK 32,612		$	3,866
Net sales		32,612			(32,612	)		—			—			—		—			—
Change in inventories of finished goods		(1,084	)		1,084			—			—			—		—			—
Capitalized development costs		700			—			(700	)		—			—		—			—
Other revenue		656			—			—			—			—		656			78
Total revenue		32,884			1,084			(700	)		—			—		33,268			3,944
Operating expenses:
Cost of testing		—			14,400			—			—			—		14,400			1,707
Research and development		—			2,149			(700	)		2,307			—		3,756			445
Sales and marketing		—			10,609			—			—			—		10,609			1,258
General and administrative		—			5,130			—			—			—		5,130			608
Raw materials and consumables		7,703			(7,703	)		—			—			—		—			—
Other expenses		10,342			(10,342	)		—			—			—		—			—
Cost of employee remuneration		12,050			(12,050	)		—			—			—		—			—
Depreciation/amortization		1,109			(1,109	)		—			—			—		—			—
Total operating expenses		31,204			1,084			(700	)		2,307			—		33,895			4 018
Income (loss) from operations		1,680			—			—			(2,307	)		—		(627	)		(74	)
Interest expense		—			(1,221	)		—			—			—		(1,221	)		(145	)
Other income (expense), net		—			(449	)										(449	)		(53	)
Other financial expenses and income		(1,670	)		1,670			—			—			—		—			—
Income (loss) before income taxes		10			—			—			(2,307	)		—		(2,297	)		(272	)
Income tax benefit		407			—			—			508			299		1,214			144
Net income (loss)	SEK	417		SEK	—		SEK	—		SEK	(1,799	)	SEK	299	SEK	(1,083	)	$	(128	)
Net income (loss) per ordinary share
Basic	SEK	0.00													SEK	(0.01	)	$	(0.00	)
Diluted	SEK	0.00													SEK	(0.01	)	$	(0.00	)
Weighted average shares
Basic		120,288,448														120,288,448			120,288,448
Diluted		120,288,448														120,288,448			120,288,448

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Unaudited adjusted Allenex consolidated statement of operations

Year ended December 31, 2015

				Reclassifications and IFRS to U.S. GAAP Adjustments (in SEK)
In thousands	Allenex Historical IFRS (in SEK)			Reclassifi- cations 3 (a)			Capitalized personnel costs 3 (b)			Capitalized development costs 3 (c)			Insurance compensation 3 (d)			Taxes on unrealized intercompany profit 3 (e)		Allenex adjusted U.S. GAAP (in SEK)			Allenex adjusted U.S. GAAP (in USD)
Revenue:
Testing revenue	SEK	—		SEK	134,548		SEK	—		SEK	—		SEK	—		SEK	—	SEK	134,548		$	15,949
Net sales		134,548			(134,548	)		—			—			—			—		—			—
Change in inventories of finished goods		4,092			(4,092	)		—			—			—			—		—			—
Capitalized development costs		2,354			—			(2,354	)		—			—			—		—			—
Other revenue		3,481			(437	)		—			—			(385	)		—		2,659			315
Total revenue		144,475			(4,529	)		(2,354	)		—			(385	)		—		137,207			16,264
Operating expenses:
Cost of testing		—			47,627			—			—			(385	)		—		47,242			5,600
Research and development		—			6,889			(2,354	)		12,788			—			—		17,323			2,053
Sales and marketing		—			45,856			—			—			—			—		45,856			5,436
General and administrative		—			15,406			—			—			—			—		15,406			1,826
Raw materials and consumables		29,272			(29,272	)		—			—			—			—		—			—
Other expenses		38,323			(38,323	)		—			—			—			—		—			—
Cost of employee remuneration		48,582			(48,582	)		—			—			—			—		—			—
Depreciation/amortization		4,130			(4,130	)		—			—			—			—		—			—
Total operating expenses		120,307			(4,529	)		(2,354	)		12,788			(385	)		—		125,827			14,915
Income (loss) from operations		24,168			—			—			(12,788	)		—			—		11,380			1,349
Interest expense		—			(4,752	)		—			—			—			—		(4,752	)		(563	)
Other income (expense), net		—			(489	)		—			—			—			—		(489	)		(58	)
Financial income		860			(860	)		—			—			—			—		—			—
Financial expenses		(6,101	)		6,101			—			—			—			—		—			—
Income (loss) before income taxes		18,927			—			—			(12,788	)		—			—		6,139			728
Income tax benefit / (expense)		(3,795	)		—			—			2,813			—			212		(770	)		(91	)
Net income (loss)	SEK	15,132		SEK	—		SEK	—		SEK	(9,975	)	SEK	—		SEK	212	SEK	5,369		$	637
Net income per ordinary share
Basic	SEK	0.13																SEK	0.04		$	0.01
Diluted	SEK	0.13																SEK	0.04		$	0.01
Weighted average shares
Basic		120,288,448																	120,288,448			120,288,448
Diluted		120,288,448																	120,288,448			120,288,448

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Reclassification adjustments

(3a) The classification of certain items presented by Allenex under IFRS has been modified in order to align with the presentation used by CareDx under U.S. GAAP (amounts in SEK thousands):

• To present operating expenses on a functional basis (cost of testing, research and development, sales and marketing, general and administrative), rather than by nature (raw materials and consumables, cost of employee remuneration, depreciation/amortization and other expenses):

	Allenex Presentation
SEK, in thousands	Three months ended March 31, 2016		Year ended December 31, 2015
Raw materials and consumables		7,703		29,272
Other expenses		10,342		38,323
Cost of employee remuneration		12,050		48,582
Depreciation/amortization		1,109		4,130
Total operating expenses		31,204		120,307

	Reclassified Presentation
	Three months ended March 31, 2016		Year ended December 31, 2015
Cost of testing		13,316		51,719
Research and development		2,149		7,326
Sales and marketing		10,609		45,856
General and administrative		5,130		15,406
Total operating expenses		31,204		120,307

• To reclassify “net sales” to “testing revenue” line item:

	Allenex Presentation
SEK, in thousands	Three months ended March 31, 2016		Year ended December 31, 2015
Net sales		32,612		134,548
Total revenue		32,612		134,548

	Reclassified Presentation
	Three months ended March 31, 2016		Year ended December 31, 2015
Testing revenue		32,612		134,548
Total revenue		32,612		134,548

• To reclassify “change in inventories of finished goods” line item included in revenue to cost of testing:

	Allenex Presentation
SEK, in thousands	Three months ended March 31, 2016		Year ended December 31, 2015
Change in inventories of finished goods		1,084		(4,092	)
Total revenue		1,084		(4,092	)

	Reclassified Presentation
	Three months ended March 31, 2016		Year ended December 31, 2015
Cost of testing		1,084		(4,092	)
Total operating expenses		1,084		(4,092	)

12

• To reclassify grant received included in “other revenue” line item to research and development costs:

	Allenex Presentation
SEK, in thousands	Three months ended March 31, 2016		Year ended December 31, 2015
Other revenue		—		(437	)
Total revenue		—		(437	)

	Reclassified Presentation
	Three months ended March 31, 2016		Year ended December 31, 2015
Research and development costs		—		(437	)
Total operating expenses		—		(437	)

• To reclassify financial income and expenses to “interest expense” and “other income (expense), net” line items:

	Allenex Presentation
SEK, in thousands	Three months ended March 31, 2016			Year ended December 31, 2015
Financial income		—			860
Financial expenses		—			(6,101	)
Other financial expenses and income		(1 670	)		—
Total		(1,670	)		(5,241	)

	Reclassified Presentation
	Three months ended March 31, 2016			Year ended December 31, 2015
Interest expense		(1,221	)		(4,752	)
Other income (expense), net		(449	)		(489	)
Total		(1,670	)		(5,241	)

• To reclassify “current receivables” to “accounts receivable” and “prepaid and other assets”, and to reclassify “non-interest bearing current liabilities” to “accounts payable”, “accrued payroll liabilities” and “accrued and other liabilities” on the pro forma balance sheet:

	Allenex Presentation
SEK, in thousands	As of March 31, 2016
Current receivables		20,038
Total current assets		20,038
Non-interest bearing current liabilities		31,286
Total current liabilities		31,286

	Reclassified Presentation
	As of March 31, 2016
Accounts receivable		13,344
Prepaid and other assets		6,694
Total current assets		20,038
Accounts payable		15,448
Accrued payroll liabilities		4,405
Accrued and other liabilities		11,433
Total current liabilities		31,286

13

• To reclassify deferred tax assets balance to deferred tax liabilities on the pro forma balance sheet:

	Allenex Presentation
SEK, in thousands	As of March 31, 2016
Deferred income tax		2,765
Total assets		2,765

	Reclassified Presentation
	As of March 31, 2016
Deferred income tax		2,765
Total liabilities		2,765

Adjustments to convert to U.S. GAAP

The following adjustments are made to convert Allenex’ historical consolidated balance sheet as of March 31, 2016 and consolidated statements of operations for the three months ended March 31, 2016 and year ended December 31, 2015 to U.S. GAAP for purposes of the unaudited pro forma condensed combined financial information:

(3b) Under IFRS, Allenex records its capitalized internal personnel cost as revenue within the line item “capitalized development costs”. The adjustment to the consolidated statements of operations represents the reclassification of capitalized personnel cost to research and development costs under U.S. GAAP.

(3c) Allenex capitalizes its development costs related to QTYPE product which includes Score 6 software in accordance with IAS 38, Intangible Assets. These capitalized development costs have not yet been amortized. Under U.S. GAAP all expenditures for the development of products should be expensed as incurred. The adjustments to the consolidated statements of operations represent the development costs capitalized in the period which should be expensed and the reduction in the underlying deferred tax liability.

(3d) Under IFRS, Allenex records insurance compensation received for goods damaged during shipping within the line item “other revenue”. Under U.S. GAAP, insurance compensation is classified in “cost of testing” consistent with the related loss.

(3e) U.S. GAAP requires (i) income tax consequences on an intercompany sale to be deferred until underlying items of inventory are sold outside the group and (ii) to match the income tax consequences to the profit from the third part sale. The adjustments represent deferral of the current tax charge due in the seller’s jurisdiction and reversal of the deferred tax asset for the increase in tax basis arising from the intercompany sale.

14

Note 4 Purchase accounting

Acquisition Consideration

The acquisition consideration for the Transaction is estimated for pro forma purposes as follows:

USD, in thousands
Fair value of CareDx common shares issued for Allenex shares	7,205
Cash consideration	21,807
Deferred cash consideration	2,717
Contingent cash consideration	2,446
Total purchase consideration	34,175

The acquisition consideration was computed using all Allenex’ outstanding shares as of March 31, 2016 of 120,288,448. The fair value of CareDx’ common shares was calculated based on an exchange ratio of 0.01458 CareDx common share per Allenex share and CareDx’ stock price of SEK 42.67 (USD 5.24), which was the closing price for CareDx common shares on April 14, 2016. The acquisition consideration was translated using the exchange rate as of April 14, 2016 of SEK 8.14 per USD as quoted by OANDA.com.

Acquisition consideration offered to Majority Shareholders that is subject to the achievement of certain milestones was estimated as follows:

(i) SEK 0.27 per share (in aggregate, SEK 25.3 million, or USD 3.1 million, at April 14, 2016) is contingent on certain events, in each of the reference periods Q4 2015 and Q1 2016.

The contingency was resolved as of the acquisition date of April 14, 2016, and the full amount associated with the contingency is expected to become payable on March 31, 2017. Accordingly, for pro forma purposes, the entire amount of consideration was considered as a deferred cash consideration element of the acquisition consideration and is included as a liability in CareDx’ unaudited pro forma condensed combined balance sheet at its estimated fair value of SEK 22.1 million (USD 2.7 million at April 14, 2016), determined using an estimated borrowing rate of 15 percent. The initial fair value will be accreted to the payment value over the period until the due date, with the accretion recorded as a component of interest expense in each reporting period.

(ii) An additional SEK 0.27 per share (in aggregate, SEK 25.3 million, or USD 3.1 million, at April 14, 2016) which is contingent on other defined milestone, is to be paid in full by March 31, 2017 (assuming satisfaction of the milestone).

Consideration subject to this contingency was included in the total acquisition consideration at its estimated fair value, which was determined based on the CareDx management expectations of the likelihood and timing of when the condition (defined milestone as described in Note 1) could be achieved and discounted using an estimated borrowing rate of 15 percent. The fair value of this element of the acquisition consideration was estimated at SEK 19.9 million (USD 2.4 million at April 14, 2016) and is included as a liability in CareDx’ unaudited pro forma condensed combined balance sheet, and will be remeasured at fair value with the difference recorded as a component of operating expenses in income (loss) from operations in each reporting period until the contingency has been resolved, and accreted for the time value of money as a component of interest expense thereafter until the due date.

15

Acquisition consideration allocation

Under the acquisition method of accounting, the acquisition consideration, calculated as described above is allocated to the tangible and intangible assets acquired and liabilities assumed by CareDx based on their estimated fair values as of the closing date of the Transaction, with any excess of the acquisition consideration over the estimated fair values of net assets acquired recorded as goodwill. The estimated fair values of assets acquired and liabilities assumed were determined based on the recorded amounts reported by Allenex as of March 31, 2016 and are preliminary. Final amounts will be based on (i) the estimated fair values of assets acquired, including the fair values of the identifiable intangible assets, (ii) the estimated fair values of liabilities assumed, and (iii) the fair value of common stock issued, as of the date the Transaction is consummated.

The purchase accounting will be preliminary until CareDx completes a final valuation of identifiable intangible assets acquired and determines the estimated fair values of other assets and liabilities acquired. The final determination of the fair values of the assets acquired, liabilities assumed and the consideration transferred is expected to be completed as soon as practicable after consummation of the Transaction, and the final amounts could differ significantly from the amounts presented below.

The preliminary fair values of the assets acquired and liabilities assumed are as follows (in USD thousands):

USD, in thousands
Cash	383
Accounts receivable	1,642
Prepaid and other assets	988
Inventory	11,475
Deferred tax assets	227
Property, plant and equipment	625
Customer relationships	11,440
Developed technology - SSP	12,080
Developed technology - Qtype	5,640
Tradename	2,110
Goodwill	13,947
Assumed liabilities	(26,382	)
Total preliminary acquisition consideration	34,175

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Preliminary valuation

For purposes of preparing the preliminary valuation, CareDx used information provided by Allenex management, publicly available information, as well as a variety of other assumptions, including market participant assumptions, cost and development assumptions, and certain other high-level assumptions. The estimated fair values of identifiable intangible assets were determined using the following methodologies:

Tradename – Tradenames were valued using the relief from royalty approach which assumes that the value of the asset equals the amount a third party would pay to use the asset. Under this approach, a royalty rate is applied to the forecasted revenue to estimate the pre-tax income associated with the asset. Projections of revenue generated from using the tradename were developed based on Allenex historical financial information and CareDx management business projections.

Customer relationships – Customer relationships were valued using the income approach. Revenues for the existing customer relationships were projected based on Allenex historical financial information, CareDx management business projections and taking into account estimated customer attrition. Costs of sales and operating expenses were projected based on Allenex historical financial information and CareDx management business projections. Contributory charges for the utilization of working capital, developed technology, tradename and other long-lived assets were added.

Technology – Technology assets were valued using the relief from royalty approach, and projections of revenue from sales of products underlying the relevant technologies, which were developed based on Allenex historical financial information and CareDx management business projections.

The tradename, customer relationships and developed technology are amortized using the straight-line basis over their estimated useful lives ranging from ten to fifteen years. The carrying value of the intangible assets will be periodically reviewed to determine if the facts and circumstances suggest that a potential impairment may have occurred. Impairment charges, if any, will be recorded in the period in which the impairment occurs.

Transaction financing

On April 12, 2016, CareDx entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) in connection with private placement of 591,860 units (“Units”) in an aggregate amount of USD 14.1 million. Each Unit comprised of: (i) one share of CareDx common stock, par value of USD 0.001 per share (“Common Stock”); (ii) five shares of CareDx Series A mandatorily convertible preferred stock, par value of $0.001 per share (“Series A Preferred”); and (iii) three warrants, each to purchase one share of common stock upon exercise of such warrants, at a purchase price of USD 23.94 per Unit (the equivalent of USD 3.99 per share of common stock, assuming conversion of the Series A Preferred).

CareDx intends to use the net proceeds from the sale of the Units for Transaction financing and general corporate purposes.

Each share of Series A Preferred is mandatorily convertible into common stock upon CareDx’ receipt of certain stockholder approvals required pursuant to the rules of the NASDAQ Stock Market (the “Requisite Stockholder Approval”). Subject to obtaining this approval, each share of

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Series A Preferred is initially convertible into one share of common stock, subject to certain adjustments. The Series A Preferred is not entitled to receive dividends and is not redeemable at the election of CareDx. Series A Preferred shares could be required to be redeemed upon a deemed liquidation event, as defined, or if CareDx is unable to issue share certificates without sale restriction legend in certain circumstances, at an amount of $3.99 per share. Except as required by the General Corporation Law of Delaware, the Series A Preferred do not have voting rights and will not be included in determining the number of shares voting or entitled to vote on any matter of CareDx.

Each warrant is exercisable for a period of seven years into one share of common stock at an initial exercise price of USD 4.98 per share, subject to certain adjustments. Pursuant to the terms of the warrant, the holder of the warrant cannot exercise the warrant until CareDx has obtained the Requisite Stockholder Approval. The warrants are expected to be subject to ongoing remeasurement.

Concurrently with the execution and delivery of the Purchase Agreement, CareDx and certain stockholders of CareDx entered into commitment agreements (“Commitment Agreements”) with certain of the former Majority shareholders of Allenex, pursuant to which such former Majority shareholders committed to purchase 334,169 Units for an aggregate amount of USD 8.0 million. The subsequent investment is on substantially the same terms as the Purchase Agreement and is expected to be closed no later than June 30, 2016. The obligation to invest under the Commitment Agreements is subject to certain conditions. The USD 8.0 million has been placed into an escrow account and will be released to CareDx upon closing of the Commitment Agreements.

As part of the financing, CareDx issued warrants to the placement agents with generally similar terms to those issued to the investors, except for the exercise price was $3.99 to exercise 1 warrant for 1 common share and the expiration date was in 5 years. The placement agent warrants were not issued as part of the Units.

For the purposes of preparing the unaudited condensed combined pro forma financial information, the Purchase and Commitment Agreements consisting of USD 14.1 million and USD 8.0 million, respectively, are considered entered into on March 31, 2016 for the pro forma condensed combined balance sheet and on January 1, 2015 for the pro forma condensed combined statements of operations.

Note 5 Pro Forma Adjustments Related to the Transaction

The pro forma adjustments included in the unaudited condensed combined financial information are as follows:

(5a) To record the acquisition consideration consisting of cash consideration of USD 21,807 thousand, the fair value of deferred cash consideration of USD 2,717 thousand and contingent cash consideration of USD 2,446 thousand, as well as the par value of USD 1 thousand and the additional paid-in capital of USD 7,204 thousand reflecting the issuance of the 1,375,028 CareDx common shares in connection with the Transaction. Refer to Note 4 for further details.

Also to reflect in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 (i) changes in the fair value of contingent cash consideration for USD 556 thousand in operating expenses until the CE-marking contingency is resolved (determined under the assumption that the milestone will be achieved at December 31, 2016), and (ii) accretion of discount on deferred cash consideration and the amount that becomes due upon resolution of the CE-marking contingency, determined using the effective interest method, into interest expense for USD 391 and USD 105 thousand, respectively.

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(5b) The total estimated transaction costs of USD 6,408 thousand consist of USD 3,301 thousand fees for investment banking services, legal, accounting, due diligence, tax, valuation, printing and other services, USD 100 thousand of equity issuance costs, and USD 3,007 thousand of costs related to the failed Oberland Capital debt financing. These costs are directly attributable to the Transaction and have a one-time impact on the unaudited pro forma statements of operations.

Transaction costs of USD 6,308 thousand, net of equity issuance costs, have been eliminated from the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2016 and the year ended December 31, 2015 as they are considered to be one-time expenses directly related to the Transaction:

• USD 2,159 thousand and USD 1,142 thousand incurred by CareDx during the three months ended March 31, 2016 and the year ended December 31, 2015 respectively, in “general and administrative” line item; and

• costs relating to failed Oberland Capital debt financing of USD 2,879 thousand and USD 128 thousand incurred by CareDx during the three months ended March 31, 2016 and the year ended December 31, 2015 respectively, in “other income (expense), net” line item.

(5c) To eliminate Allenex historical stockholders’ equity accounts.

(5d) To record preliminary fair value of inventory (USD 11,475 thousand) as of March 31, 2016 and to reverse Allenex’ historical value of inventory (USD 5,462 thousand).

Impact of the step-up on inventory that is recognized on the sale of finished goods (under the assumption that such inventory will be sold within one year) for USD 6,013 thousand is expected to have a one-time impact on the unaudited pro forma condensed combined statement of operations and has not been included to arrive at the pro forma combined net (loss) for the three months ended March 31, 2016 and for the year ended December 31, 2015.

(5e) To record preliminary fair value of property, plant & equipment acquired of USD 625 thousand and related estimated amortization expense of USD 9 and USD 38 thousand during the three months ended March 31, 2016 and year ended December 31, 2015, respectively. Also to record reversal of Allenex’ historical net value of property, plant & equipment of USD 450 thousand and the related amortization expense of USD 8 and USD 31 thousand during the three months ended March 31, 2016 and the year ended December 31, 2015, respectively.

(5f) To record preliminary fair value of intangible assets acquired of USD 31,270 thousand and related estimated amortization expense of USD 587 and USD 2,347 thousand during the three months ended March 31, 2016 and year ended December 31, 2015, respectively. Also to record reversal of Allenex’ historical net value of intangible assets of USD 7,138 thousand and the related amortization expense of USD 94 and USD 362 thousand during the three months ended March 31, 2016 and year ended December 31, 2015, respectively.

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(5g) To eliminate the historical Allenex goodwill of USD 26,468 thousand and to record the preliminary estimate of goodwill of USD 13,947 thousand for the excess of the preliminary acquisition consideration over the estimated fair value of the assets acquired and liabilities assumed as shown in Note 4. The goodwill will not be amortized but will be tested for impairment at least annually.

(5h) To record the deferred tax liability associated with the estimated fair value of inventory, intangible assets, and property, plant & equipment of USD 9,278 thousand, using a weighted average tax rate of 25 percent, to reflect the temporary differences arising from applying the acquisition method of accounting and to reverse the historical deferred tax liability of USD 1,575 thousand. Tax bases are USD 5,462 thousand for inventory (compared to an estimated fair value of USD 11,475 thousand) and USD 450 thousand for property, plant & equipment (compared to an estimated fair value of USD 625 thousand). The tax base for intangible assets is nil (compared to an estimated fair value of USD 31,270 thousand).

Also to record the preliminary fair value of deferred tax assets of USD 227 thousand as of March 31, 2016 and to reverse Allenex’ historical value of deferred tax assets USD (340 thousand) reclassified to the deferred tax liabilities line item (see Note 3).

(5i) To reflect the tax impact of pro forma adjustments recorded in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2016 and the year ended December 31, 2015 USD 51 thousand and USD 127 thousand, respectively: amortization expense due to the step-up recognized on property, plant & equipment and intangible assets (5e,f), fair value adjustment on contingent cash consideration and accretion of discount on deferred and contingent cash consideration (5a), elimination of transaction costs (5b), and income tax adjustments (5l).

(5j) To reflect the increase in CareDx common shares outstanding for EPS purposes due to the issuance of 1,375,028 shares to the Allenex shareholders.

(5k) Pro forma combined basic and diluted net loss per share is computed by dividing net loss attributable to combined company common stockholders by the weighted average pro forma number of shares outstanding during the three months ended March 31, 2016 and year ended December 31, 2015, assuming that the shares issued by CareDx as acquisition consideration have been outstanding since January 1, 2015.

(5l) To record tax adjustments in the pro forma balance sheet as of March 31, 2016 relating to (i) tax effect on intercompany sales recorded as an increase in prepaid and other assets of USD 157 thousand and a corresponding charge to goodwill; (ii) an uncertain tax position liability recorded as noncurrent other liabilities of USD 652 thousand and corresponding decrease of USD 96 thousand to deferred tax liability and an increase of USD 556 thousand to goodwill; (iii) income tax payable recorded as an increase in accrued and other liabilities of USD 51 thousand and a corresponding charge to accumulated deficit of USD 51 thousand.

Also to reflect in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 an estimated change of USD 41 thousand relating to the prepaid tax assets balance.

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(5m) To reflect a decrease in Allenex ordinary shares outstanding due to retirement.

Note 6 Pro Forma Adjustments Related to Equity Financing

The following adjustments have been included in the unaudited pro forma condensed combined financial information to reflect:

(6 a) To record the private placement cash received of USD 22,169 thousand related to the fair value of warrants of USD 4,667 thousand, reflecting warrants to purchase 2,778,087 common shares in connection with the Transaction, Series A Preferred shares with a value of USD 14,585 thousand, reflecting the issuance of the 4,630,145 CareDx Series A Preferred shares, and the par value of USD 1 thousand and the additional paid-in capital of USD 2,916 thousand reflecting the issuance of the 926,029 CareDx common shares. Refer to Note 4 for further details.

The Series A Preferred shares are reflected in the pro forma balance sheet as of March 31, 2016 as mezzanine equity presuming the conversion to common stock has not occurred on March 31, 2016 because the shares could be required to be redeemed upon a deemed liquidation event, or if CareDx is unable to issue share certificates without sale restriction legend in certain circumstances, neither of which is deemed probable. Accordingly, the initial carrying value of Series A Preferred shares was not adjusted for the three months ended March 31, 2016.

The warrants are reflected in the pro forma balance sheet as of March 31, 2016 as liabilities at fair value. The change in the fair value of the warrants during the three months ended March 31, 2016 and year ended December 31, 2015 was not estimated as such estimates by their nature would inevitably be based on hypothetical assumptions.

(6 b) To reflect an increase in CareDx common shares outstanding for EPS purposes due to issuance of 926,029 CareDx common shares and 4,630,145 CareDx Series A Preferred shares to former Allenex Majority Shareholders.

Assuming the conversion of Series A Preferred stock shares into common stock shares occurred on January 1, 2015, 4,630,145 CareDx Series A Preferred shares outstanding were included into weighted average basic shares outstanding for the year ended December 31, 2015 and three months ended March 31, 2016. Potential common stock shares were included into the diluted EPS calculation for Series A Preferred stock shares for the year ended December 31, 2015 and three months ended March 31, 2016 as CareDx management expects shares of Series A Preferred stock to be converted into common stock in June 2016.

Warrants were not included in the pro forma diluted EPS assuming they will remain outstanding throughout the year ended December 31, 2015 and three months ended March 31, 2016, and their effect will be anti-dilutive to the diluted EPS calculation since there is no remeasurement reflected in the unaudited pro forma condensed combined statement of operations.

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(6 c) To record total estimated equity issuance costs of USD 1,405 thousand for placement agents, escrow agents and legal fees expected to be incurred by CareDx and considered necessary to complete the Transaction. The estimated equity issuance costs are reflected in the unaudited pro forma balance sheet as of March 31, 2016 as a decrease in cash of USD 1,405 thousand and a corresponding charge to additional paid-in capital of USD (1,405 thousand).

(6 d) To record total estimated value of the placement agent warrants in the unaudited pro forma balance sheet as of March 31, 2016 as an increase in noncurrent other liabilities of USD 290 thousand and corresponding charge to additional paid-in capital of USD (290 thousand).

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