お知らせ • Nov 28
Aneo Holding As proposed to acquire Arise AB (publ) (OM:ARISE) from Johan Claesson, AltoCumulus Aktiebolag and others for approximately SEK 1.8 billion.
Aneo Holding As proposed to acquire Arise AB (publ) (OM:ARISE) from Johan Claesson, AltoCumulus Aktiebolag and others for approximately SEK 1.8 billion on November 26, 2025. The total value of the Offer amounts to approximately SEK 1.8 billion for SEK 45 in cash per share. Aneo Holding AS will not increase the Offer Price. Therefore, SEK 45 in cash per share is the highest price that will be offered by Aneo Holding AS. The total value of the Offer is based on 40,785,027 outstanding shares, which excludes 386,096 shares held in treasury by Arise AB. The Offer does not include warrants issued by Arise AB under its incentive program to employees given that the warrants represent a limited value. Aneo Holding AS intends to initiate a compulsory redemption procedure in respect of the remaining shares in Arise AB under the Swedish Companies Act.
There is currently no intention, and no decisions have been made, regarding any changes that may affect Arise AB’s employees or management, and completion of the Offer is not expected to entail any material changes to Arise AB’s employees (including terms of employment), nor for the existing organisation and operations, including the employment rate and the sites where Arise AB conducts business.
The completion of Offer is conditional upon the Offer being accepted to such an extent that Aneo Holding AS becomes the owner of shares in Arise representing more than 90% of the total number of outstanding shares in Arise. With respect to the Offer and acquisition of Arise, receipt of all necessary clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities and authorities responsible for screening of foreign direct investments, in each case on terms which, in Aneo Holding AS opinion, are acceptable. No circumstances having occurred which could have a material adverse effect or could be reasonably expected to have a material adverse effect on Arise’s financial position or operation, including Arise’s sales, results, liquidity, equity ratio, equity or assets. Neither the Offer nor the acquisition of Arise being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Aneo Holding AS could not reasonably have foreseen at the time of the announcement of the Offer; Arise not taking any action that is likely to impair the prerequisites for making or completing the Offer; No information made public by Arise or otherwise made available to Aneo Holding AS by Arise being inaccurate, incomplete or misleading, and Arise having made public all information which should have been made public by it; and no third party announcing an offer to acquire shares in Arise on terms that are more favorable to the shareholders of Arise than the terms that apply to the Offer. The Board of Directors of Arise has, within the Board of Directors, appointed the Bid Committee, which will handle matters relating to the Offer. The Bid Committee consists of Joachim Gahm (chairman), Mikael Schoultz, P-G Persson, Mia Bodin and Johan Damne. The Board member Erik Rune is considered to have a conflict of interest, as Johan Claesson including companies have undertaken to accept the Offer, and Erik Rune has therefore not participated in, and will not participate in, the Board of Directors’ handling of matters relating to the Offer. The Bid Committee also notes that the Offer is not subject to any financing conditions and that the Offer will be fully financed by Aneo Holding AS through a combination of new credit facilities and available funds in Aneo Holding 2 AS (a subsidiary to Aneo) which Aneo Holding 2 AS has committed to provide to Aneo Holding AS, directly or indirectly. Johan Claesson including companies and AltoCumulus Asset Management, together owning 20,611,789 shares, representing a total of approximately 50.5% of the total number of outstanding shares and votes in Arise, have irrevocably undertaken to accept the Offer. The undertakings will automatically lapse if Aneo Holding AS does not declare the Offer unconditional by February 28, 2026 (with regard to Johan Claesson including companies) and March 31, 2026 (with regard to AltoCumulus Asset Management) or if the Offer is withdrawn or lapses (for any reason). According to the undertaking, Johan Claesson personally has the right to transfer a total maximum of 2,770,742 shares to a third party, provided that this third party irrevocably undertakes to accept the Offer on terms corresponding to Johan Claesson including companies’ undertaking. The independent bid committee of Arise AB unanimously recommends the shareholders of Arise to accept the cash-based public offer submitted by Aneo Holding AS. An offer document regarding the Offer is estimated to be made public on or around December 1, 2025. In such case, the acceptance period in the Offer is estimated to commence on December 2, 2025, and end on December 30, 2025, to enable the necessary regulatory approvals to be obtained. Settlement is estimated to commence on or around January 12, 2026.
DNB Carnegie Investment Bank AB acted as financial advisor for Arise AB. Setterwalls Advokatbyrå Ab acted as legal advisor for Arise AB. Skandinaviska Enskilda Banken AB acted as financial advisor for Aneo Holding As. SpareBank 1 Markets AS acted as financial advisor for Aneo Holding As. Cirio Advokatbyrå Ab acted as legal advisor for Aneo Holding As.
