Stena Sessan AB made a recommended public offer to acquire the remaining stake in Concordia Maritime AB (publ) (OM:CCOR B) from Ponderus Invest Ab and others for approximately SEK 220 million on December 12, 2023. Under the terms, Stena will acquire the remaining 22,833,451 class B shares in Concordia Maritime for SEK 9.80 per class B share. Stena Sessan will not increase the consideration of SEK 9.80 in the offer. The Offer is fully financed by Stena Sessan?s available funds and a credit facility secured for the intended transaction, with customary conditions to drawdown. If Concordia Maritime, prior to settlement of the offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. Peter Edwall, who via Ponderus Invest AB holds 2,309,006 class B shares in Concordia Maritime has declared his support for and intention to accept the offer. Prior to the offer, Stena holds 20,896,347 class B shares and 4,000,000 class A shares in Concordia Maritime. As soon as possible after Stena Sessan has acquired shares representing more than 90% of the total number of shares in Concordia Maritime, Stena Sessan intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Concordia Maritime.

The independent bid committee of Concordia Maritime unanimously recommends that Concordia Maritime?s shareholders accept the offer. Completion of the Offer is conditional upon, a. the offer being accepted to such extent that Stena Sessan becomes the owner of shares representing more than 90% of the total number of outstanding shares in Concordia Maritime, b. no other party announcing an offer to acquire shares in Concordia Maritime on terms that are more favorable to the shareholders of Concordia Maritime, c. all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities, and the Swedish Securities Council and d. Concordia Maritime not taking any action that is likely to impair the prerequisites for making or completing the offer. The acceptance period in the offer is expected to commence on December 14, 2023 and end on January 11, 2024. As of January 12, 2024, the shareholders representing a total of 19,704,426 class B shares in Concordia Maritime, corresponding to approximately 41.28% of the shares and approximately 23.53% of the votes in Concordia Maritime. To provide the remaining shareholders of Concordia Maritime who have not tendered their class B shares time to accept the Offer, the acceptance period will be extended until January 26, 2024. On January 23, 2024, Stena Sessan holds more than 90% of the shares and votes in Concordia Maritime has requested that a compulsory buy-out of the remaining shares in Concordia Maritime be initiated. As of January 24, 2024, Concordia Maritime application for delisting of Concordia Maritime?s class B shares has now been approved by Nasdaq Stockholm. The last day of trading on Nasdaq Stockholm will be February 6, 2024.

Fearnley Securities AS acted as fairness opinion provider and financial advisor, and Setterwalls Advokatbyrå Ab acted as legal advisor to Concordia Maritime. Rickard Blomdahl, Per Svensson and Zeki Algan of SEB Corporate Finance acted as financial advisors and Johan Winnerblad, Jesper Schönbeck, David Andersson and Paula Bäckdén of Advokatfirman Vinge KB acted as legal advisor to Stena.

Stena Sessan AB completed the acquisition of remaining stake in Concordia Maritime AB (publ) (OM:CCOR B) from Ponderus Invest Ab and others on January 26, 2024. During the extended acceptance period, in total 1,065,589 class B shares in Concordia Maritime, corresponding to approximately 2.23% of the shares and approximately 1.27% of the votes in Concordia Maritime, have been tendered. Accordingly, at the end of the extended acceptance period on 26 January 2024, in total 20,770,015 class B shares in Concordia Maritime, corresponding to approximately 43.52% of the shares and approximately 24.81% of the votes in Concordia Maritime, have been tendered in the Offer. Together with the shares already held by Stena Sessan prior to the announcement of the Offer, Stena Sessan?s shareholding in Concordia Maritime amounts to in aggregate 4,000,000 class A shares and 41,666,362 class B shares, corresponding to approximately 95.68% of the shares and approximately 97.54% of the votes in Concordia Maritime.