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KMC Properties ASA ("KMCP") and BEWI Invest AS ("BEWI Invest", ticker "BINT") are in discussions regarding a potential statutory all-share merger pursuant to Chapter 13 of the Norwegian Public Limited Liability Companies Act (the "PLC Act"), with KMCP as the surviving legal entity (the "Merger"). KMCP will upon completion of the Merger acquire and assume all assets, rights and liabilities of BEWI Invest, in exchange for the shareholders of BEWI Invest receiving new shares in KMCP (the "Consideration Shares"). The combined entity is intended to remain listed on Euronext Oslo Børs under a new company name to be determined in connection with the Merger.
KMCP's per share valuation in the Merger is agreed to be NOK 5.80, which is equal to the price per share to be paid in the mandatory offer to be made by Bekken Invest AS ("Bekken Invest"), as announced on 16 September 2025 (the "Mandatory Offer"). The valuation of BEWI Invest for the purpose of the Merger shall be finally determined to reflect (i) an agreed value of BEWI Invest's shares in BEWI ASA based on historical trading prices and a control premium; (ii) the volume weighted average price quoted in an agreed period for any other listed securities; (iii) an external valuation of its ownership in Sinkaberg AS; and (iv) the cost price for its investments in other unlisted companies. The final valuation and thus the exchange ratio in the Merger shall be included in a merger plan for the Merger to be prepared in accordance with the PLC Act and signed by the board of directors of the two companies (the "Merger Plan"). The Merger Plan will be subject to approval by the general meetings of both companies.
Bekken Invest is the largest shareholder of BEWI Invest, with a 52.15% ownership interest, and the remaining shares are held by 57 other shareholders. Bekken Invest currently also owns 46.30% of KMCP.
To facilitate the Merger and fund the costs relating thereto, it is intended that KMCP shall carry out an equity raise of approx. NOK 4 million in a private placement of new shares directed at Bekken Invest at a subscription price of NOK 5.80 per share. Further, Bekken Invest has proposed that the chair of KMCP's board of directors, Bjørnar André Ulstein, shall be replaced by a new chair who is independent from BEWI Invest and Bekken Invest. The KMCP board of directors will call for an extraordinary general meeting of KMCP to be held on 23 October 2025 to resolve a share capital increase and to elect a new chair of the board of directors.
Signing of the Merger Plan is subject to, inter alia, the following conditions: (i) the general meeting of KMCP resolving the private placement referred to above, (ii) completion of a satisfactory due diligence review of the parties; (iii) agreement on the terms and conditions of the Merger Plan, and (iv) approval by the board of directors of both parties.
Completion of the Merger is further expected to be subject to, inter alia: (i) approval by the Oslo Stock Exchange of the combined company's application for admission to trading on Euronext Oslo Børs; (ii) approval of the Merger Plan by the extraordinary general meeting of each party; (iii) the six-weeks' creditor notice period pursuant to Section 13-15 of the PLC Act having expired and any objections from creditors must have been dealt with in accordance with the PLC Act, and (iv) approval by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) of a prospectus to be prepared by KMCP for the listing of the Consideration Shares on Euronext Oslo Børs.
The Merger is expected to be completed during Q1 2026, subject to the above conditions.
Advisors
Danske Bank A/S NUF and DNB Carnegie, part of DNB Bank ASA, are acting as financial advisors to BEWI Invest and Sparebank 1 Markets AS is acting as financial advisor to KMCP in relation to the Merger. Advokatfirmaet Thommessen AS is acting as legal advisor to BEWI Invest and Advokatfirmaet Arntzen Grette is acting as legal advisor to KMCP in relation to the Merger.
For additional information, please contact:
Christian Linge, CEO of KMC Properties ASA, +47 466 37 846 / christian.linge@kmcp.no; or
Bjørnar André Ulstein, CEO of BEWI Invest AS, +47 402 30 785 / bau@bewiinvest.com
Information in this announcement is considered inside information pursuant to 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 announcement was published by Christian Linge, CEO in KMC Properties ASA on 08:00hours (CEST) on 2 October 2025.
About BEWI Invest AS
BEWI Invest AS is a Norwegian industrial owner with a portfolio mainly comprised of companies operating within three key segments: industrials, real estate, and seafood. The group has a long-term perspective and has demonstrated a proven track record of value creation and growth. Through active and responsible ownership, BEWI Invest AS has been instrumental in the growth and value creation in its portfolio companies with sustainability at the core. For more information visit www.bewiinvest.com.
Important information
This announcement is issued for information purposes only and does not form a part of any offer to sell, or a solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose for any securities in any jurisdiction, nor does it constitute notice to a general meeting or a merger plan. 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, Japan, Hong Kong, the Philippines, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities mentioned herein, including the Consideration Shares expected to be issued as part of the proposed Merger (if completed), have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act or in a transaction not subject to the US Securities Act.
Any decision with respect to the proposed the Merger should be made solely on the basis of information to be contained in the actual notices to the general meetings of KMCP and BEWI Invest, respectively, and the Merger Plan (including ancillary documents) related to the Merger.
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. By their nature, forward-looking statements involve risk and uncertainty because they reflect the companies' current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. No assurance can be given that such expectations will prove to have been correct. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither KMCP, Bekken Invest nor BEWI Invest undertakes 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 or otherwise.
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 KMCP or otherwise.