공고 • Feb 18
Qben Infra AB (publ) (OM:QBEN) completed acquisition of Inin Group AS (OB:ININ) for NOK 17.8 million.
Qben Infra Makes Voluntary Share Exchange Offer to acquire Inin Group AS (OB:ININ) from Group of shareholders on April 8, 2024. The Offer Consideration will comprise of 0.2365482 newly issued shares in Qben Infra after the completion of a 1:3 share split resolved by the Board of Directors in Qben Infra. Number of outstanding shares in Qben Infra will be 36 million after the share split. The Offer is based on a fully diluted number of outstanding shares in ININ Group of 144,644,544 shares. After completion of the Offer and assuming 100% acceptance rate, ININ Group share holders will own 48.7% of Qben Infra. The Offer will not be conditional upon a minimum acceptance level. The Board of Directors in Qben Infra has also resolved to commence with an initial public offering process and listing of Qben Infra on Nasdaq Stockholm or Nasdaq First North Premier Growth Market, and IG shareholders having accepted the Offer will receive listed Qben Infra shares as Offer Consideration. Qben Infra will form the parent company for the combined entity that will be a Swedish listed infrastructure compounder. Following completion of the Offer and subject to a 2/3 majority vote at ININ Group’s general meeting, Qben Infra will seek to apply for a de-listing of ININ Group at Euronext Growth. The Offer is the result of strategic discussions between Qben Infra and selected large shareholders in ININ Group, including Gimle Invest. Gimle Invest has together with Sogn Invest, Tigerstaden, Middelborg, Lani Invest, Songa Investments and other shareholders in ININ Group (the “Pre-accepting shareholders”) entered irrevocable pre-acceptances for approximately 39.2% of the outstanding share capital of IG with respect to the Offer. Including warrants, options and shares on total return swap agreements, the Pre-accepting shareholders control approximately 45.3% of the share capital on a fully diluted basis of IG. ININ Group has not been involved in the process leading up to the Offer. The Offer Document is expected to be published during May 2024 after finalisation of estimated pro forma IFRS-16 financials for the combined company and the assessment of the Offer Document by the Swedish Financial Supervisory Authority. The completion of the Offer shall be subject to the conditions i.e., The Nasdaq Stockholm or First North Premier listing committee shall have approved the application for listing, Relevant regulatory approvals shall have been obtained, IG shall in all material respects have conducted its business in the ordinary course, The Offeror shall have received change of control consent from IGs bond holders, No legal action shall have been taken that will or might restrain or prohibit the Offer or the completion of the Offer and No material adverse change shall have occurred between the date of this announcement and until settlement of the Offer. As further set out below, listing of the shares will be a condition to the Offer that the Offeror or accepting shareholders in ININ Group cannot waive. The listing is expected to take place during the second half of 2024, but in any event no later than 31 December 2024. The Board of Directors in Qben Infra are committed to seeking Qben Infra listed at Nasdaq Stockholm and will as soon as practically possible commence with an uplisting process to Nasdaq Stockholm in the event that Qben Infra is initially listed on First North Premier. As of May 31, 2024, The offer to IG shareholders is an offer consideration in form of 0.251107 newly issued shares in Qben Infra per share in IG. After completion of the Offer and assuming 100% acceptance rate, ININ Group shareholders will own 48.7% of Qben Infra. The offer period for the Offer has been started. Shareholders that want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document, by June 21, 2024, subject to any extensions of the offer period. Gimle Invest has together with Tigerstaden, Middelborg, Lani Invest, Songa Investments and other shareholders in ININ Group (the “Pre-accepting shareholders”) entered irrevocable pre-acceptances for approximately 40.5% of the outstanding share capital of IG with respect to the Offer. Including warrants, options and shares on total return swap agreements, the Pre-accepting shareholders control approximately 49.4% of the share capital on a fully diluted basis of IG. As of November 4, 2024, the transaction has been approved by the Swedish Financial Supervisory Authority. The acceptance period for the Offer commences on November 5, 2024 and ends on November 11, 2024. As of January 24, 2025, subsequent offer has been launched to remaining shareholders. Qben Infra currently owns 89.3% stake in Inin Group. The offer will commence on March 10, 2025, and will close on April 7, 2025.
ABG Sundal Collier ASA is acting as financial adviser and Advokatfirma DLA Piper is acting as legal adviser to the Offeror in the process. The Board of Directors of Qben Infra has engaged Svalner Skatt & Transaktion KB as an independent third-party expert to provide a valuation.
Qben Infra AB (publ) (OM:QBEN) completed acquisition of Inin Group AS (OB:ININ) for NOK 17.8 million on February 17, 2025. The consideration will be settled in cash. NOK 10.0 million of the consideration has been settled at closing on 17 February 2025, while the remaining amount will be settled by July 31, 2025.
