Pagero Group Ab (Publ) (OM:PAGERO) made an offer to acquire Tungsten Corporation plc (AIM:TUNG) from Odey Asset Management LLP, Herald Investment Management Limited and Samson Rock Capital LLP on March 24, 2022. The possible offer price under consideration by Pagero is £0.45 per ordinary share in cash. Pagero Group Ab (Publ) agreed to acquire Tungsten Corporation plc from group of sellers for £61 million on May 9, 2022. Pagero offered to pay £0.48 cash per share. Pagero Group Ab (Publ) agreed to acquire Tungsten Corporation plc from group of sellers for £69.9 million on May 20, 2022. Pagero increased the offer to pay £0.55 cash per share. As per the article on May 12, 2022, New credit facility of SEK 1,500 million(£120.806 million) secured, whereof SEK 750(£60.4032 million) million drawn down, of which some will be used for funding the potential Tungsten acquisition. The offer is being financed through a combination of the existing cash resources of Pagero and debt in the form of senior secured floating rate notes issued by Pagero to certain noteholders initially represented by Hedda Manager AB as noteholders' agent. On May 24, 2022, Hedda Manager AB has been replaced by Nordic Trustee & Agency AB (publ) as the noteholders' agent. Herald Investment Management Limited, Odey Asset Management LLP and Samson Rock Capital LLP, have irrevocably undertaken to accept the offer in respect of, in aggregate, 45,901,378 Tungsten shares representing approximately 36.27% of Tungsten's existing issued ordinary share capital. The Tungsten directors unanimously intend to recommend that Tungsten shareholders accept or procure the acceptance of the offer. Subject to the satisfaction or waiver of the customary conditions and certain further terms it is expected that the offer will become or be declared unconditional in the second half of 2022. As per update on May 30, 2022, The Tungsten directors unanimously recommended its shareholders to vote in favor of the transaction. Tungsten Corporation plc issued notice to its shareholders for their meeting to be held on June 9, 2022 while scheme court hearing is scheduled on June 15, 2022. On June 9, 2022, shareholders of Tungsten Corporation plc has approved the transaction. The closing date of offer is July 18, 2022. The acquisition is expected to create certain synergies and cost savings, thereby creating possibilities for additional investments in the enlarged group's business. As of June 15, 2022, Court has today made an order sanctioning the Scheme pursuant to which the Acquisition is being implemented. The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on June 17, 2022. Following the Court sanctioning the Scheme Tungsten Corporation plc allotted and issued a total of 1,779,227 new ordinary shares of 0.438p each. The issue of New Ordinary Shares follows the exercise of 1,059,730 options by certain employees and former employees and 719,497 options exercised. As a result of the exercise of options, application has been made for the New Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective, and trading will commence on June 16, 2022. Strand Hanson Limited acted as financial advisor and Patrik Erblad, Thiman and Oscar Liljeson of White & Case Advokat AB and Philip Broke of White & Case LLP acted as legal adviser to Pagero Group Ab (Publ). Canaccord Genuity Limited acted as financial advisor and fairness opinion provider to Tungsten Corporation plc. Equiniti Limited acted as registrar and Memery Crystal Limited as legal advisor to Tungsten Corporation. Stephane Auton, Daniel Bush and of Shore Capital Markets Limited acted as financial advisor to Pagero Group Ab (Publ).

Pagero Group Ab (Publ) (OM:PAGERO) cancelled the acquisition of Tungsten Corporation plc on June 17, 2022.