공고 • Jul 20
Precise Biometrics AB (publ) (OM:PREC) completed the acquisition of Fingerprint Cards AB (publ) (OM:FING B).
Precise Biometrics AB (publ) (OM:PREC) agreed to acquire Fingerprint Cards AB (publ) (OM:FING B) for approximately SEK 140 million on March 23, 2026. The Merger will be implemented by Precise Biometrics absorbing Fingerprint Cards, whereby the shareholders in Fingerprint Cards will receive 9 new ordinary shares in Precise Biometrics for each share in Fingerprint Cards, irrespective of share class. Thus, provided that the number of shares in Precise Biometrics and Fingerprint Cards, respectively, does not change from the date of the Merger Plan until the time of completion of the Merger, 68,272,083 ordinary shares in Precise Biometrics will be issued as merger consideration and the shareholders of Fingerprint Cards will, in total, own approximately 47% of the shares and votes in the Combined Company. The Merger is expected to create substantial value for the shareholders of the Combined Company through synergies arising from the consolidation of the two companies' operations and overlapping functions. The board of directors of Fingerprint Cards and Precise Biometrics considers the merger consideration to be fair from a financial point of view and unanimously recommends the shareholders of Fingerprint Cards and Precise Biometrics to vote in favor of the Merger Plan at the extraordinary general meeting in Fingerprint Cards and Precise Biometrics, to be held on or about May 6, 2026. The Merger has received all necessary regulatory, governmental and clearances from authorities necessary, approvals and decisions, including a decision from the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter) to take no action regarding a notification in accordance with the Swedish Screening of Foreign Direct Investments Act, Nasdaq Stockholm has admitted the shares to be issued as merger consideration to trading on Nasdaq Stockholm.
Joakim Nydemark, current Chief Executive Officer of Precise Biometrics, will remain as Chief Executive Officer for the combined company. Adam Philpott, Chief Executive Officer of Fingerprint Cards, and Christian Lagerling, Chairman of the board of directors of Fingerprint Cards, are expected to join the board of the combined company. Upon completion of the Merger, the executive management of Fingerprint Cards will step down from their respective roles.
When preparing for the Merger, the companies have conducted limited, customary due diligence reviews of certain business, financial, commercial and legal information relating to Precise Biometrics and Fingerprint Cards, respectively. The merger and merger information documents will be published ahead of shareholders' meetings. Extraordinary general meetings on both companies are expected on or about May 6, 2026. And subject to approvals, the merger is expected to complete mid-July. If the conditions set out in this section have not been satisfied and completion of the Merger has not taken place on or before December 31, 2026, the Merger will not be implemented and this Merger Plan shall cease to have any further effect. As of April 30, 2026, the transaction has been approved by the shareholders of Fingerprint Cards AB. Fingerprint Cards will be dissolved and its assets and liabilities transferred to Precise Biometrics, thereby completing the Merger. The Swedish Companies Registration Office has today granted permission to implement the merger plan. It is anticipated that the Swedish Companies Registration Office will finally register the Merger on July 20, 2026. Upon registration of the merger, Fingerprint Cards will be dissolved, and all its assets and liabilities will be transferred to Precise Biometrics. The last day of trading for Fingerprint Cards’ class B shares and warrants on Nasdaq Stockholm is expected to be July 16, 2026.
Precise Biometrics has retained DNB Carnegie Investment Bank as financial advisor and Vinge as legal adviser. Fingerprint Cards has retained KANTER Advokatbyrå KB and LegalWorks Nordic as legal advisers. The Board of Fingerprint Cards has engaged Grant Thornton Sweden AB to issue a fairness opinion regarding the Merger.
Precise Biometrics AB (publ) (OM:PREC) completed the acquisition of Fingerprint Cards AB (publ) (OM:FING B) on July 20, 2026. Upon registration of the Merger, the Merger has taken final legal effect and all of Fingerprint Cards’ assets and liabilities have been transferred to Precise Biometrics. In connection with the registration of the Merger, the Swedish Companies Registration Office has today registered the issue of 68,272,083 new ordinary shares in Precise Biometrics as merger consideration. Through the issue, Precise Biometrics’ share capital increases by SEK 20.481 million. Fingerprint Cards’ shareholders are expected to receive shares in Precise Biometrics, i.e. the merger consideration, on or around July 23, 2026. Trading in Precise Biometrics shares will continue as usual and will not be affected by the merger process. The combined company retains the name Precise Biometrics AB (publ) and continues to have its registered office in Lund. In accordance with the resolution of the Annual General Meeting held on May 21, 2026, Christian Lagerling and Adam Philpott today take office as members of the Board of Directors of Precise Biometrics. All other conditions for completion of the Merger have also been satisfied.