Disclosure of large shareholding and mandatory offer requirement - Solon Eiendom ASA becomes part of SBB, contributes strong land bank in Oslo – SBB also makes a directed new share issue of 17 million Class B shares at a price of SEK 66
Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB”) has today, on 9 November 2021, entered into an agreement to acquire 51,106,538 shares corresponding to 62.65% percent of the shares in Solon Eiendom ASA (“Solon”) for a total purchase price of NOK 2,248,687,672. The transaction is financed in half through an issue of 17,035,513 Class B shares at a subscription price of SEK 66 per share, and the remaining part SEK 1,124,343,836 is financed by SBB realising certain financial assets.
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Following the acquisition, SBB will own 68,005,231shares in Solon Eiendom AS, corresponding to 83.36 % of the shares and votes in Solon Eiendom ASA.
“Norway and Oslo are a priority for SBB, which we now show when we considerably strengthen our position through the acquisition of Solon. Solon has a strong land bank and the staff at Solon is extremely experienced and skilled. We see great potential for continued growth of the project portfolio, as well as that we now add additional implementation project to our development portfolio which already today is the largest one in the Europe. We will also build to own and see great opportunities to deliver both elderly care homes and apartments for elderly as well as schools and preschools” comments Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB.
The transaction is financed through an issuance of 17,035,513 new Class B shares at a subscription price of SEK 66 per share, corresponding to a total value of SEK 1,124,343,836. The subscription price has been established in advance and equals the shares market value with a premium of approx. 8.4 percent compared with the closing price of SEK 60.90 of the Class B share on Nasdaq Stockholm on 8 November 2021. The resolution on the share issue will be resolved on by the board of directors in SBB in connection with completion, implying a dilution for existing shareholders on approx. 1.05 percent, and is carried out based on an authorization from the annual general meeting 2021. The share issue will be directed to Runar Vatne and companies owned directly or indirectly by Runar Vatne, Simen Thorsen, Øystein Landvik and Tore Aksel Voldberg.
The acquisition will trigger an obligation for SBB to make a mandatory offer pursuant to section 6-1 of the Norwegian Securities Trading Act. SBB will put forward a mandatory offer to acquire all shares not held by SBB within the four weeks deadline stipulated by section 6-10 (1) of the Norwegian Securities Trading Act. The offer price in the mandatory offer will be equal to the highest price SBB has paid for shares in Solon Eiendom ASA during the last six months.
Arctic Securities are acting as financial advisors to SBB and Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to SBB. ABG Sundal Collier ASA are acting as financial advisor to the Sellers and Advokatfirmaet Schjødt AS is acting as legal counsel to the Sellers.
Completion of the acquisition is intended to take place on 24 November 2021.
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, ilija@sbbnorden.se
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