Momentum Group AB (publ) (OM:MMGR B) made an tender offer to acquire Swedol AB (OM:SWOL B) from Nordstjernan AB and others on November 11, 2019. Momentum Group offers the shareholders of Swedol AB to choose between a cash consideration and a share consideration. A cash consideration of SEK 46.50 is offered for each Class A and B share in Swedol AB or alternatively a share consideration of 0.40 new Class B share in Momentum Group for each Class A and B share in Swedol AB. Nordstjernan AB representing approximately 67% of the shares has undertaken to accept the Offer and choose the share consideration. If Momentum Group completes the Offer, Nordstjernan shareholding in Momentum Group will represent approximately 43.2% to 52.7% of the shares and approximately 43.7% to 51.8% of the votes. Upon completion, Momentum Group intends to request compulsory redemption pursuant to the Swedish Companies Act for the purpose of acquiring the remaining shares in Swedol and will promote a delisting of the Class B shares in Swedol from Nasdaq Stockholm. Danske Bank A/S, Denmark, Swedish Branch and Svenska Handelsbanken AB. have financed the transaction.

After the acquisition Swedol AB current Chief Executive Officer Clein Johansson Ullenvik will become the head of the business area. The completion of the Offer is conditional on Momentum Group becomes the owner of shares representing more than 90% of the total number of shares and votes in Swedol AB. The transaction is subjected to approval from Momentum Group AB (publ) (OM:MMGR B) shareholders. That the acquisition being rendered wholly or partially impossible or significantly impeded as a result of legislation, decision of court, decision of public authority or any similar circumstance. After Momentum Group has acquired shares representing more than 90% of the total number of shares and votes in Swedol AB, Momentum Group intends to commence compulsory acquisition proceedings under the Swedish Companies Act. Pareto Securities AB has been requested by the Independent Committee of the Board of Directors of Swedol AB to give a statement regarding the valuation of the Swedol AB shares in connection with the merger offer made by Momentum Group AB. As of March 20, 2020, the offer had been accepted by shareholders representing a total of 81,372,533 shares in Swedol. The shares submitted under the offer amount to 1,820,000 Class A shares and 79,552,533 Class B shares in Swedol, corresponding to approximately 97.8% of the share capital in Swedol.

During the extended acceptance period concluded on 17 April 2020, a further 438,844 Class B shares in Swedol were submitted under the Offer, corresponding to approximately 0.53 percent of the total number of shares and approximately 0.44 percent of the total number of votes in Swedol. During the extended acceptance period, Momentum Group has also acquired 394,658 Class B shares in the market, corresponding to approximately 0.47 percent of the total number of shares and approximately 0.40 percent of the total number of votes in Swedol. No acquisitions were made at a price that exceeds the cash consideration in the Offer. All conditions for the offer have thus been met and Momentum Group declares the offer unconditional. The transaction is expected to close on February 25, 2020. As of January 31, 2020, offer period has been extended to March 20, 2020. As of March 23, 2020, offer period has been extended to April 17, 2020. Handelsbanken Capital Markets acted as financial advisor and Advokatfirman Delphi KB acted as legal advisor to Momentum Group AB (publ) (OM:MMGR B). Pontus Enquist and Kristian Hugmark of Roschier acted as legal advisor to Swedol.



Momentum Group AB (publ) (OM:MMGR B) completed the acquisition of Swedol AB (OM:SWOL B) from Nordstjernan AB and others on April 17, 2020. On completion, 4% of the shareholders chose the share consideration and 96% chose to accept the cash consideration.