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Oslo, 26 November 2025
Fjord Defence Group ASA ("Fjord Defence Group" or the "Company") is pleased to announce that it today has entered into an agreement with EBC Holding A/S, EBC Family Invest ApS, and Mytt Holding Aps (together, the "Sellers") to acquire 100% of the shares in Scanfiber Composites A/S ("Scanfiber") (the "Acquisition"). The purchase price in the Acquisition is approx. NOK 405.6 million, of which approx. NOK 150 million will be financed through a contemplated private placement of new shares (the "Offer Shares") in the Company (the "Private Placement"). The Company has engaged Nordea Bank Abp, filial i Norge, and Pareto Securities AS as Joint Managers and Joint Bookrunners in the Private Placement (the "Managers").
ABOUT SCANFIBER
Scanfiber is a leading manufacturer of ballistic protection solutions using advanced composite materials with nearly 30 years of industry experience. The company specialises in lightweight, durable ballistic protection for vehicles, vessels, aircrafts, buildings and personnel, with customers across Europe, mainly comprising blue-chip military original equipment manufacturers (OEMs). Scanfiber sources high-performance fiber composites exclusively from reputable European suppliers, ensuring quality, durability and timely delivery. The company operates with a highly experienced inhouse team based in Sindal, Denmark, with a facility equipped with state-of-the-art machinery and offering capacity for future expansion.
Scanfiber has demonstrated strong and profitable growth, expected to continue going forward. Scanfiber has seen strong financial development since 2022 with a CAGR of 50% the last three years coupled with an EBITDA margin of 33% and EBIT margin of 30% on an LTM basis. Given a strong investment push in European NATO countries Scanfiber's current orderbook & pipeline ensure high visibility for continued strong growth the next five years.
STRATEGIC RATIONALE
The Acquisition carries compelling strategic merits with Scanfiber being well suited for integration into Fjord Defence Group. The Acquisition is expected to solidify and expand the Group's footprint within the attractive market for military vehicles in Northern and Central Europe particularly. The Company has identified substantial top line synergy potential through cross selling of Scanfiber's and Fjord Defence Group's products to existing and new clients. Scanfiber's revenues almost exclusively come from the defence sector, and the Company has developed clear strategic priorities together with Scanfiber to exploit each other's strong market position and further accelerate growth. The Acquisition also expands the Company's geographic presence to Denmark which is beneficial for European penetration and offset opportunities within defence.
"We are very pleased to have partnered with Fjord Defence Group as we believe in the overall strategy & high ambitions of the Group and we especially believe Scanfiber will thrive under its new ownership. For three decades, we have built Scanfiber into a reputable supplier of ballistic protection and we are confident that Fjord Defence is the ideal new home for Scanfiber as we share much of the same mindset for the future. We look forward to excel Scanfiber's already promising outlook together with the management and board of Fjord Defence Group", says Erik Bundgaard Christensen, CEO and founder and seller of Scanfiber.
"After forming Fjord Defence Group in June this year, we are happy to announce this transaction which meets all the criteria we have prioritized. Scanfiber is a solid supplier of high quality products to European NATO countries with both high growth and high margins. In addition, the business is scalable and can double in size without the need for any meaningful capex. Their market position within defence is an area we know well and we are therefore very confident that we are making an acquisition which will serve us well the next years", says Jon Asbjørn Bø, CEO of Fjord Defence Group.
A company presentation with further information about the Acquisition and Scanfiber will be made available on the Company's website https://www.fjorddefencegroup.no/.
ACQUISITION TERMS AND FINANCING
The Acquisition values Scanfiber at an enterprise value of DKK 255 million (approx. NOK 397.8 million), which corresponds to an equity value of DKK 260 million (approx. NOK 405.6 million) (the "Purchase Price"), after a working capital adjustment. The Acquisition will be completed on the basis of a locked-box mechanism per 30 September 2025 and no additional adjustments will be made to the Purchase Price (except that it will be subject to (i) a customary 5% locked box interest, (ii) deduction of DKK 350,000 in W&I insurance cost, and (iii) customary deduction of any potential leakage).
The Purchase Price will be settled with (i) new shares in the Company worth approx. DKK 52 million (approx. NOK 81.1 million) at a price per share equal to the offer price in the Private Placement (the "Consideration Shares"), and (ii) approx. DKK 208 million (approx. NOK 324.5 million) in cash (the "Cash Consideration").
The Cash Consideration will be funded by the Company with (i) approx. DKK 96.2 million (approx. NOK 150 million) in new long term bank financing as further discussed below, (ii) approx. DKK 15.7 million (approx. NOK 24.5 million) in excess cash from the Company's balance sheet, and (iii) approx. DKK 96.2 million (approx. NOK 150 million) in net proceeds from the Private Placement (the "Cash Consideration Plug").
The Consideration Shares will be subject to lock-up, with 50% of the Consideration Shares being released after 12 months, and the remaining 50% after 24 months, counting from the date of completion of the Acquisition.
The Acquisition is expected to be completed in January 2026 and will be subject to (i) certain mandatory regulatory approvals (including approval under the Danish Act on War Materials and FDI approval in the UK), (ii) approval of the issuance of the Consideration Shares and the Offer Shares by an extraordinary general meeting of the Company expected to be held on or about 18 December 2025 (the "EGM") or by the Company's board of directors (the "Board") if so authorised by the EGM, and (iii) certain other customary conditions to the benefit of the Company.
Shareholders representing in aggregate ~50.1% of the votes in the Company have undertaken to vote in favour of the resolutions at the EGM.
The Consideration Shares will be listed on Euronext Oslo Børs following and subject to approval by the Financial Supervisory Authority of Norway and publication of a prospectus in accordance with the EU Prospectus Regulation (2017/1129) on prospectuses for securities and ancillary regulations (the "EU Prospectus Regulation"), as implemented under Norwegian law.
AMENDED DEBT FACILITY
In connection with the Acquisition, Fjord Defence Group has received a commitment letter from Nordea regarding an amendment to its existing facilities agreement, comprising a new NOK 150 million term loan and a new NOK 15 million overdraft facility. The term loan will be drawn to partly finance the Cash Consideration of the Purchase Price. The term loan will have a tenor of five years with straight line amortisation, and a competitive margin with quarterly interest payment. The term loan will be secured with a share pledge in material companies and pledge in all operational assets of the Fjord Defence group, and require 50% of the interest rate exposure to be hedged for a minimum period of five years. The amended facility agreement will contain ordinary covenants linked to leverage, interest coverage and liquidity.
THE CONTEMPLATED PRIVATE PLACEMENT
The Private Placement will commence immediately. The net proceeds to the Company from the Private Placement will be used to fund the Cash Consideration Plug in the Acquisition.
The offer price and number of Offer Shares to be issued in the Private Placement will be determined by the Board in consultation with the Managers on the basis of an accelerated bookbuilding process.
Bookbuilding period
The bookbuilding period for the Private Placement commences immediately, on 26 November 2025, at 16:30 (CET) and ends tomorrow, 27 November 2025, at 08:00 (CET) (the "Bookbuilding Period"). The Company together with the Managers may, at their own discretion, close or extend the Bookbuilding Period at any time and for any reason and on short or without notice. If the Bookbuilding Period is shortened or extended, the other dates referred to herein may be amended accordingly.
Pre-commitments
The following members of the Company's management and Board have collectively pre-committed to subscribe for, and will be allocated Offer Shares for, approx. NOK 19.4 million at the Offer Price in the Private Placement:
* Jon Asbjørn Bø through AS Saturn (CEO of the Company): NOK 2 million.
* Kristian Zahl through Mack Holding AS (COO of the Company): NOK equivalent of EUR 100,000.
* Øyvind Mølmann through Finance Interims ToDo AS (CFO of the Company): NOK equivalent of EUR 100,000.
* Ketil Skorstad through Tigerstaden AS (member of the Board): NOK 15 million.
Selling restrictions
The Private Placement is directed towards investors subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000 per investor. However, the Company may offer and allocate Offer Shares for amounts below the NOK equivalent of EUR 100,000 to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act and the EU Prospectus Regulation, are available. Further selling restrictions and transaction terms will apply.
Allocation
Conditional allocation of Offer Shares will be made at the sole discretion of the Board (in consultation with the Managers) after expiry of the Bookbuilding Period. The Board will focus on criteria such as (but not limited to) pre-commitments, indications from the pre-sounding phase, price leadership, existing ownership in the Company, timeliness of order, relative order size, sector knowledge, perceived investor quality and investment horizon. The Company reserves the right, at its sole discretion, to reject and/or reduce any orders, in whole or in part.
Notification of conditional allocation and payment instructions is expected to be sent by the Managers on or about 27 November 2025 before 09:00 (CET).
Settlement
The date for settlement of the Private Placement is expected to be on or about 23 December 2025, subject to, among other things, handling time for registration of the share capital increase relating to the Private Placement in the Norwegian Register of Business Enterprises (the "NRBE") and fulfilment of the Conditions (see below).
The DVP settlement structure in the Private Placement is facilitated by (i) a pre-payment agreement (the "Pre-Payment Agreement") between the Company and the Managers, and (ii) a share lending agreement (the "Share Lending Agreement") between the Company, the Managers and certain large existing shareholders in the Company.
The first day of trading on Euronext Oslo Børs for the Offer Shares is expected on or about 22 December 2025, subject to registration of the new share capital in the NRBE. The Company will announce when such registration has taken place.
The new shares in the Company to be delivered (i) to the share lenders pursuant to the Share Lending Agreement, and (ii) as Consideration Shares to the Sellers in the Acquisition, will be issued on a separate ISIN and will not be tradable on Euronext Oslo Børs until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published by the Company.
Conditions for completion
Completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) all corporate resolutions required to implement the Private Placement being validly made by the Company, including the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares and the EGM resolving to issue the Offer Shares and the Consideration Shares (or authorise the Board to do so), (ii) the Pre-Payment Agreement and the Share Lending Agreement remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the Offer Shares being validly registered with the NRBE, (iv) the Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS"), and (v) the share purchase agreement in the Acquisition remaining in full force and effect (jointly referred to as the "Conditions").
Please note that the Private Placement is not conditional upon the completion of the Acquisition. The settlement of Offer Shares in the Private Placement will thus remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if the Acquisition is not completed.
The Company reserves the right to cancel the Private Placement at any time and for any reason prior to the EGM. The applicants also acknowledge that the Private Placement will be cancelled if the Conditions are not fulfilled. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Lock-ups
In addition to the lock-up on the Consideration Shares to be issued in the Acquisition (see above), members of the Company's management and Board have agreed to a 6-month lock-up counting from the date of approval of the Private Placement by the EGM. Additionally, AS Saturn (7.56% ownership), Trigger AS (7.55% ownership), Cubic Invest AS (7.55% ownership), GKI AS (6.96% ownership) and Hugin Management AS (5.21% ownership) are under an existing lock-up where 1/3 of their current shareholding are released after 12 months, another 1/3 after 24 months, and the remaining 1/3 after 36 months, counting from 20 June 2025.
Voting undertaking
By applying for Offer Shares in the Private Placement, applicants who are existing shareholders in the Company irrevocably undertake to vote in favour of, or give a voting proxy to be used in favour of, all of the Board's proposed resolutions relating to the Acquisition (including the Consideration Shares), the Private Placement and the potential subsequent repair offering (see below), at the EGM. Such undertaking will apply to all shares in the Company held or controlled by such applicant (directly or indirectly) as of the record date for the EGM (to be set out in the notice of the EGM).
Equal treatment and potential subsequent repair offering
The Private Placement represents a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, cf. recommendation no. 4 of the Norwegian Code of Practice for Corporate Governance. The Board is of the opinion that the Private Placement is in compliance with these requirements. The issuance of the Offer Shares is carried out as a private placement to fund the Cash Consideration Plug and hence enable the Company to complete the Acquisition. By structuring the fundraising as an equity private placement (with a potential Subsequent Offering, as defined below), the Company is able to efficiently raise capital for the abovementioned purpose at a market-based offer price within the timeline for the Acquisition. Structuring the fundraising as a rights issue directed towards all shareholders would have entailed more costs and taken several months to complete, likely at a significant discount to the trading price. The Company has also received pre-commitments from members of the Company's Board and management to reduce transaction risk.
Based on the above, an assessment of the current equity markets as advised by the Managers, the Company's need for funding to finance the Cash Consideration Plug in the Acquisition, deal execution risk, available alternatives, and the potential Subsequent Offering (see below), the Board considers the waiver of the preferential rights inherent in the Private Placement to be in the common interest of the Company and its shareholders.
Subject to completion of the Private Placement (including approval by the EGM), approval and publication of a prospectus and certain other conditions, the Board may resolve to carry out a subsequent offering of new shares in the Company at the offer price in the Private Placement (the "Subsequent Offering"). Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 26 November 2025 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent Offering.
LEGAL ADVISER
Wikborg Rein Advokatfirma AS is acting as legal adviser to Fjord Defence Group.
For more information, please contact:
Jon Asbjørn Bø, CEO
jab@fjorddefence.com
+47 930 86 932
About Fjord Defence Group ASA
Fjord Defence Group ASA ("DFENS") is a Norwegian "compounder" listed on Euronext Oslo Børs seeking to acquire and develop fast-growing, profitable, and well-run companies in the defence industry. The company has a buy & build strategy, with focus on acquiring established, profitable businesses within the defence, security and related segments. More information on www.fjorddefencegroup.com.
* * *
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Kristian Zahl, COO of Fjord Defence Group, at the date and time as set out above.
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the potential equity raise in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act.
In any EEA member state, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).
In the United Kingdom, this communication is only addressed to and is only directed at qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This communication contains forward-looking statements concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.
The Managers are acting exclusively for the Company and no one else in connection with the potential equity raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.