NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
(2025-11-25) Kitron ASA ("Kitron" or the "Company") announces a contemplated
private placement of up to 17,000,000 new ordinary shares in the Company (the
"Offer Shares") (the "Private Placement"). The Company has retained Nordea Bank
Abp, filial i Norge AS ("Nordea") as Sole Global Coordinator and Joint
Bookrunner, and DNB Carnegie, a part of DNB Bank ASA ("DNB Carnegie"), and
Pareto Securities AS ("Pareto") as Joint Bookrunners (collectively, together
with Nordea, the "Managers"). The price per Offer Share in the Private Placement
(the "Offer Price") will be set by the Company's board of directors (the
"Board") on the basis of an accelerated bookbuilding process to be conducted by
the Managers.
The net proceeds from the Private Placement will primarily be used to fund the
acquisition of DeltaNordic AB (the "Acquisition"), as announced by the Company
on 19 November 2025. The Acquisition values DeltaNordic AB at an equity value of
SEK 1,255 million (approx. NOK 1,344 million) (the "Purchase Price"). The
Purchase Price will be settled by the Company with (i) new shares in the Company
worth SEK 150 million (approx. NOK 161 million) (the "Consideration Shares"),
(ii) SEK 760 million (approx. NOK 814 million) in cash (the "Cash
Consideration"), and (iii) earn-out payment of SEK 345 million (approx. NOK 369
million) in cash subject to certain performance targets.
Approx. NOK 814 million of the net proceeds from the Private Placement will be
used to finance the Cash Consideration in the Acquisition. The excess net
proceeds will be used for general corporate purposes and to strengthen the
Company's balance sheet for further strategic opportunities. If the Acquisition
for any reason is not completed as planned or at all following completion of the
Private Placement, all of the net proceeds from the Private Placement will be
used for general corporate purposes and to strengthen the Company's balance
sheet for further strategic opportunities.
Please see the investor presentation released in connection with the Acquisition
for additional information. A recording of a webinar from the Company in
connection with the Acquisition is available on the Company's webpage.
50% of the Consideration Shares value in the Acquisition will be settled at a
share price equal to the volume-weighted average price of the Company's shares
on Euronext Oslo Børs during the last ten trading days prior to signing of the
share purchase agreement for the Acquisition (the "Signing VWAP"), and the
remaining 50% of the Consideration Shares value will be settled at a share price
equal to the volume-weighted average price of the Company's shares on Euronext
Oslo Børs during the last ten trading days prior to closing of the Acquisition
(the "Closing VWAP"). The Board currently has an authorisation to issue 10% new
shares (the "Board Authorisation") granted by the annual general meeting held on
24 April 2025 (the "AGM"). This Board Authorisation will be used to issue (i)
all of the Offer Shares in the Private Placement, and (ii) all of (or a portion
of) the Consideration Shares in the Acquisition. Any remaining portion of the
Consideration Shares not covered by the Board Authorisation will be purchased by
the Company in the open market on Euronext Oslo Børs in due course, under the
Company's existing board authorisation to buy back 10% of the shares outstanding
granted by the AGM. Additionally, the Board may be granted a new board
authorisation by the EGM (as defined below), that may be used (if resolved) to
issue the above-mentioned Consideration Shares.
Terms of the Private Placement
The bookbuilding period for the Private Placement will commence on 25 November
2025 at 16:30 CET and end on 26 November 2025 at 08:00 CET. The Company may,
however, at its sole discretion and in consultation with the Managers extend or
shorten the bookbuilding period at any time and for any reason and on short or
without notice. If the bookbuilding period is extended or shortened, the other
dates referred to herein might be changed accordingly.
The following members of the Board and the Company's executive management have
collectively pre-committed to subscribe for a total of the NOK equivalent of EUR
350,000, and will receive full allocation for their subscription of shares in
the Private Placement:
* Peter Nilsson (CEO of the Company): NOK equivalent of EUR 100,000.
* Cathrin Nylander (CFO of the Company): NOK equivalent of EUR 100,000.
* Petra Grandinson, Malfrid Brath and Gyrid Skalleberg Ingerø (members of the
Board): Each for the NOK equivalent of EUR 50,000.
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S. Securities Act and (b) to investors in the United States who
are QIBs as defined in Rule 144A under the U.S. Securities Act, in each case
subject to an exemption being available from offer prospectus requirements and
any other filing or registration requirements in the applicable jurisdictions
and subject to other selling restrictions. The minimum application and
allocation amount has been set to the NOK equivalent of EUR 100,000 per
investor. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.
Members of the Board and the Company's executive management have agreed to a
lock-up of 180 days after the first day of trading on Euronext Oslo Børs for the
Offer Shares (with a granted exception for two individuals for an aggregated
total of up to 200,000 shares). The Consideration Shares in the Acquisition will
have a lock-up of (i) 12 months for the Consideration Shares settled at Signing
VWAP and (ii) 6 months for the Consideration Shares settled at Closing VWAP,
both after the first day of trading on Euronext Oslo Børs for the Consideration
Shares.
Allocation and final number of Offer Shares to be issued will be determined at
the end of the bookbuilding period by the Board in its sole discretion based on
allocation criteria such as (but not limited to) pre-commitments, indications
from the pre-sounding phase, existing ownership in the Company, price
leadership, timeliness of order, relative order size, investor quality, sector
knowledge and investment history and investment horizon. The Board reserves the
right at its sole discretion, to reject and/or reduce any orders, in whole or in
part. There is no guarantee that any potential investor will be allocated
shares.
Notification of allocation is expected to be distributed by the Managers on 26
November 2025 before 09:00 CET. The Offer Shares will be settled with new shares
in the Company to be issued under the Board Authorisation, and delivery versus
payment ("DVP") settlement will be facilitated by a pre-payment agreement to be
entered into between the Company and the Managers (the "Pre-Payment Agreement").
The Offer Shares allocated to applicants in the Private Placement will be
tradable after the announcement by the Company of the share capital increase
pertaining to the Private Placement has been registered with the Norwegian
Register of Business Enterprises (the "NRBE"), which is expected on or about 27
November 2025 (T+1). Settlement is expected to take place on or about 28
November 2025 (T+2) on a DVP basis.
The completion of the Private Placement by delivery of Offer Shares to investors
is subject to (i) all necessary corporate resolutions of the Company required to
implement the Private Placement being validly made, including the Board
resolving to proceed with the Private Placement, allocate the Offer Shares and
issue the Offer Shares pursuant to the Board Authorisation, (ii) the Pre-Payment
Agreement remaining in full force and effect, and (iii) the share capital
increase pertaining to the issuance of the allocated Offer Shares being validly
registered with the NRBE and the allocated Offer Shares being validly issued and
registered in the Norwegian Central Securities Depository Euronext Securities
Oslo (VPS).
Please note that the completion of the Private Placement by delivery of Offer
Shares to the applicants is not conditional upon, or subject to, completion of
the Acquisition. Allocation of Offer Shares in the Private Placement will remain
final and binding and cannot be revoked, cancelled or terminated by the
respective applicants if the Acquisition is not completed as contemplated or not
completed at all.
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to registration of the
new share capital in NRBE. 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.
Equal treatment considerations and potential Subsequent Offering
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has carefully considered the
structure of the equity raise in light of the equal treatment obligations under
the Norwegian Public Limited Companies Act and the Norwegian Securities Trading
Act. The Board is of the view that it will be in the common interest of the
Company and its shareholders to raise equity through a private placement, in
particular because the Private Placement enables the Company to secure equity
financing to accommodate the Company's funding requirements. Further, a private
placement will reduce execution and completion risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to the
current trading price, at a lower cost and with a significantly reduced
completion risk compared to a rights issue. It has also been taken into
consideration that the Private Placement will not result in a significant
dilution of existing shareholders and that is based on a publicly announced
accelerated bookbuilding process.
On this basis, the Board has considered the proposed transaction structure and
the Private Placement to be in the common interest of the Company and its
shareholders.
The Company may, subject to completion of the Private Placement, consider
whether it is appropriate to carry out a subsequent offering (the "Subsequent
Offering") at the Offer Price. The Subsequent Offer may be subject to necessary
resolutions by approval by an extraordinary general meeting (an "EGM"). If
carried out, the size and structure of the Subsequent Offering shall be in line
with market practice. Any Subsequent Offering, if applicable, and subject to
applicable securities laws, will be directed towards existing eligible
shareholders in the Company as of 25 November 2025 (as registered with 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 will issue a
separate stock exchange announcement with further details on the Subsequent
Offering if and when finally resolved.
By applying for Offer Shares in the Offering, each applicant irrevocably
undertakes to vote for all its shares in the Company in favour of, or give a
voting proxy to be used in favour of, the resolutions at the EGM to issue any
shares related to the potential Subsequent Offering. The undertaking applies to
all shares held by the applicant as of the record date for the EGM (to be set
out in the EGM notice).
Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
For further information, please contact:
Peter Nilsson, President and CEO, tel. +47 948 40 850
Cathrin Nylander, CFO, tel.: +47 900 43 284
Email: investorrelations@kitron.com (mailto:investorrelations@kitron.com)
Kitron is a leading Scandinavian electronics manufacturing services company for
the Connectivity, Electrification, Industry, Medical devices and
Defence/Aerospace sectors. The group has operations located in Norway, Sweden,
Denmark, Lithuania, Germany, Poland, the Czech Republic, India, Malaysia, China
and the United States. Kitron has about 2 400 employees, and revenues were EUR
647 million in 2024.
www.kitron.com (http://www.kitron.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 Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Cathrin Nylander, CFO of Kitron ASA, at
the time and date stated above in this announcement.
Important Information
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement 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 offering 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 in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement has been offered by means of a set of subscription materials
provided to potential investors, except for the subsequent repair offering which
will be made on the basis of a listing and offering prospectus. Investors should
not subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials or
for the subsequent repair offering, the prospectus.
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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication 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 for
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.
The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking
statements. 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. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility or liability 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. Neither the
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
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.