Ratos AB (publ) (OM:RATO B) made a tender offer to acquire Semcon AB (publ) (OM:SEMC) from a group of sellers and other shareholders for SEK 2.8 billion on September 26, 2022. The offer price is SEK 157 cash per share. The offer is not subject to any financing conditions. The offer will be financed through a combination of cash available and funds available to Ratos pursuant to debt financing committed to be provided by Danske Bank A/S, Denmark, Sweden Branch, Skandinaviska Enskilda Banken AB (publ) and Svenska Handelsbanken AB (publ). Semcon will retain its company name and remain an independent company with its headquarter in Gothenburg. The offer will not have an impact on Semcon's employees and management (including their terms of employment) or the organization in general.

The Board of Directors of Semcon has unanimously decided to recommend the shareholders to accept the offer. The offer is conditional upon acceptance of minimum 90% stake in Semcon, all regulatory, governmental or similar clearances, approvals and decisions and other approvals and clearances from competition authorities. As of October 5, 2022, the transaction has been approved by the Swedish and Norwegian Competition Authority. JCE Group AB, Nordea Investment Management AB, SAMSON ROCK CAPITAL LLP, Otus Capital Management LP and Ennismore Fund Management hold total approximately 52% shares in Semcon, have undertaken to, subject to certain conditions, accept the offer. Upon acquisition of 90% stake, Ratos intends to initiate a compulsory buy-out procedure with respect to the remaining shares. The offer period is expected to commence on September 27, 2022 and end on or around October 27, 2022. As of October 27, 2022, the Offer has been preliminary accepted by shareholders representing 16,983,647 shares in Semcon, corresponding to approximately 96.29 percent of the total numbers of shares and votes in Semcon. Ratos completes the Offer and extends the acceptance period to the November 11, 2022 to provide the remaining shareholders an additional opportunity to accept the Offer. Settlement for shares tendered in the Offer during the period ending on October 27, 2022 is expected to commence around November 2, 2022. Settlement for shares tendered in the Offer during the extended acceptance period is expected to commence around November 17, 2022.

Lazard acted as financial advisor and KANTER acted as legal advisor to Ratos in relation to the offer. Danske Bank A/S, Danmark,Sverige Filial acted as financial advisor, Advokatfirman Vinge KB acted as legal advisor to Semcon.

Ratos AB (publ) (OM:RATO B) completed the acquisition of Semcon AB (publ) (OM : SEMC) from a group of sellers and other shareholders on November 11, 2022.