Nordstjernan AB has entered into a share purchase agreement with Aktiebolaget Zelda, regarding the acquisition of a majority of Zeldas’s shares in Swedol AB at a price of SEK 32 per share (regardless of share class). The number of shares transferred under the share purchase agreement is 15,686,448 shares, whereof 1,300,000 A-shares and 14,386,448 B‑shares, corresponding to approximately 18.9 percent of the number of shares and approximately 27.5 percent of the votes in Swedol. The B-shares of Swedol are traded at Nasdaq Stockholm.
The acquisition, which is subject to approval from Swedish and Norwegian competition authorities or that such authorities do not take any actions against the acquisition, is expected to be completed by the turn of the month April/May 2018.
Subject to the completion of the acquisition, Nordstjernan’s ownership in Swedol will amount to approximately 48.8 percent of the number of shares and approximately 57.2 percent of the votes. Accordingly, Nordstjernan’s ownership in Swedol will pass the mandatory bid threshold in accordance with the Swedish Public Takeover Act (2006:451) and Nordstjernan will become obliged to; within four weeks of the completion of the acquisition, make a public offer to acquire the remaining shares in Swedol (mandatory bid). In that event, Nordstjernan will, through a separate press release and within the stipulated period of time, make a mandatory bid at a price of SEK 32 per share, i.e. the price per share that Nordstjernan pays to Zelda according to the share purchase agreement.
Tomas Billing, CEO at Nordstjernan, comments: ”Swedol has had a strong development since Nordstjernan became a shareholder in 2015. The company’s operating profit has increased from MSEK 49 in 2014 to MSEK 281 in 2017. The good earnings trend has resulted in an increase of the share price with 115 percent or 32 percent per year”.
“Nordstjernan is a long-term shareholder of Swedol, and with this acquisition, we take an even more distinct responsibility as main shareholder. The transaction is subject to approvals from the Swedish and Norwegian competition authorities. If the transaction is completed, Nordstjernan must make a mandatory bid and all other shareholders will be given the opportunity to sell shares at the same terms and conditions as Zelda, i.e. for SEK 32 per share. However, we would like to see that the company continues to be listed and that we co-own Swedol with other shareholders.” Tomas Billing continues.
John and Rolf Zetterberg, representatives of Zelda, comments: “We have had a good cooperation with Nordstjernan since they became a shareholder of Swedol. We are happy with the development of the company, and it feels good for us that we, through this transaction, settle the long-term ownership of the company and hand over to Nordstjernan”.