Samhällsbyggnadsbolaget i Norden AB (publ) (OM:SBB B) (“SBB”) made a recommended public offer to acquire Hemfosa Fastigheter AB (publ) (OM:HEMF) from Länsförsäkringar Fastighetsfonden managed by Lansforsakringar Fondforvaltning AB, ICA-handlarnas Förbund AB, Jens Engwall and others for SEK 21.4 billion on November 15, 2019. SBB will acquire all the common shares and preference shares in Hemfosa. The total Offer consideration consists of a combination of SBB Class B common shares and cash for Hemfosa common shares and a combination of SBB Class D common shares at price of SEK 34.70 per share and cash for Hemfosa preference shares. SBB is offering each Hemfosa shareholder the following consideration alternatives. Offer for Hemfosa common shares in respect of 55% of the number of Hemfosa common shares tendered by such shareholder, 5.5 SBB Class B common shares per Hemfosa common share; and in respect of the remaining 45% of the number of Hemfosa common shares tendered by such shareholder, SEK 120 in cash per Hemfosa common share. Offer for Hemfosa preference shares in respect of 55% of the number of Hemfosa preference shares tendered by such shareholder, 5.6 SBB Class D common shares per Hemfosa preference share; and in respect of the remaining 45% of the number of Hemfosa preference shares tendered by such shareholder, SEK 195 in cash per Hemfosa preference share. In the event that Hemfosa should pay any dividend or make any other value transfer prior to the settlement of the Offer, the consideration in the Offer will be reduced correspondingly. The Offer does not include warrants, or other rights, issued by Hemfosa to employees under Hemfosa's incentive programs.

SBB offers Hemfosa shareholders a Mix & Match Facility, whereby each of the Hemfosa common and preference shareholders, subject to the restrictions set out below, may elect to receive as much share consideration or as much cash consideration as possible for tendered Hemfosa shares. In aggregate, up to a total of 512.7 million SBB Class B common shares and 33.9 million SBB Class D common shares will be issued as consideration under the Offer, and up to a total of SEK 10.1 billion will be paid in cash. In aggregate, up to a total of 512.7 million SBB Class B common shares will be issued, and up to a total of SEK 9.2 billion will be paid in cash as consideration for Hemfosa common shares. In aggregate, up to a total of 33.9 million SBB Class D common shares will be issued, and up to a total of SEK 965 million will be paid in cash as consideration for Hemfosa preference shares. The Offer in regard to the total cash consideration of SEK 10.1 billion payable under the Offer, is fully financed by SBB's own balance sheet and a new bridge facility arranged by J.P. Morgan Securities plc as sole mandated lead arranger. SBB will provide attractive employment opportunities for the Hemfosa employees. The integration of Hemfosa and SBB will likely entail some changes to the organization, operations and employees of the combined group.

The deal is subject to the Offer being accepted to such an extent that SBB becomes the owner of shares representing more than 90% of the outstanding shares in Hemfosa on a fully diluted basis; receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in SBB's opinion, are acceptable. The transaction requires the approval of the Swedish merger control authority. The Offer is not subject to any financing condition. The board of directors of Hemfosa unanimously recommends that Hemfosa shareholders accept the Offer. The acceptance period for the Offer is expected to commence around November 19, 2019 and end around December 20, 2019. In the event that SBB, whether in connection with the Offer or otherwise, becomes the owner of shares representing more than 90% of the outstanding shares in Hemfosa, SBB intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in Hemfosa. In connection therewith, SBB intends to promote a de-listing of the Hemfosa shares from Nasdaq Stockholm. As of November 26, 2019, the Swedish Competition authority has given its clearance to SBB for the acquisition of Hemfosa. As of December 23, 2019, Samhällsbyggnadsbolaget i Norden AB controls 88% shares in Hemfosa Fastigheter AB and extends the acceptance period. On February 24, 2020, Samhällsbyggnadsbolaget entered into an agreement with Syquant Capital SAS to acquire a total of 8.74 million common shares in Hemfosa. The newly issued B-shares constitute part of the agreed consideration of the acquisition. After completion of the acquisition, SBB will control 98.3% of the shares in Hemfosa. As of January 8, 2020, offer period has been extended to January 10, 2020. As of January 17, 2020 the acceptance period has been extended till January 29, 2020. As of January 31, 2020, 158,967,269 common shares and 9,773,540 preference shares corresponding to approximately 93.5% of the outstanding shares have been tendered. SBB has initiated a compulsory acquisition procedure under the Swedish Companies Act to acquire all shares not tendered in the Offer.

Handelsbanken Capital Markets provided fairness opinion for board of directors of Hemfosa. EB Corporate Finance and Swedbank Corporate Finance acted as financial advisors and Fredrik Lundén, Anna Green Jensen, Fredrik Lindblom and Per Henriksson of Cederquist acted as legal advisor for board of directors of Hemfosa. J.P. Morgan, ABG Sundal Collier AB and Nordea Bank Abp, filial I Sverige acted as financial advisors and Vinge, Clifford Chance acted as legal advisors for SBB in connection with the Offer. Deutsche Bank Securities Inc. acted as financial advisor to Samhällsbyggnadsbolaget i Norden AB.

Samhällsbyggnadsbolaget i Norden AB (publ) (OM:SBB B) (“SBB”) completed the acquisition of Hemfosa Fastigheter AB (publ) (OM:HEMF) from Länsförsäkringar Fastighetsfonden managed by Lansforsakringar Fondforvaltning AB, ICA-handlarnas Förbund AB, Jens Engwall and others on January 31, 2020. Hemfosa has, on request of SBB, applied for de-listing of Hemfosa's shares from Nasdaq Stockholm. The last day of trading in Hemfosa's shares on Nasdaq Stockholm is January 31, 2020.