공지 • Apr 15
Ateliere Creative Technologies CM, AB cancelled the acquisition of CodeMill AB (publ) (OM:CDMIL) from Umesto Ventures AB, Grindcode Holding Ab, Old Mother Holding AB, Quinary Investment AB and Johan Qviberg.
Ateliere Creative Technologies CM, AB proposed to acquire CodeMill AB (publ) (OM:CDMIL) from Umesto Ventures AB, Grindcode Holding Ab, Old Mother Holding AB, Quinary Investment AB and Johan Qviberg for approximately SEK 310 million on March 3, 2025. As part of the acquisition, Ateliere Creative Technologies will acquire 13.6 million shares at a price of SEK 23 per share. The transaction will be financed with the existing cash at hand. The Offer is not subject to any financing conditions. CodeMill's three largest shareholders, Umesto Ventures AB, Grindcode Holding AB and Old Mother Holding AB, together representing a total of 6.5 million shares, corresponding to approximately 47% of the outstanding shares and votes in CodeMill, have irrevocably undertaken to Ateliere to accept the Offer, subject to certain conditions. In addition, the major shareholder Quinary Investment AB and Johan Qviberg, together representing a total of 0.95 million shares, corresponding to approximately 7% of the outstanding shares and votes in CodeMill have expressed a positive stance for the Offer.
The transaction is subject to the Offer being accepted to such an extent that Ateliere Creative becomes the owner of shares representing more than 90% of the total number of outstanding shares in CodeMill, no other party announces an offer to acquire shares in CodeMill on terms that are more favorable to the shareholders of CodeMill than the terms of the Offer, all regulatory, governmental or similar clearances, approvals and decisions and other measurements taken by authorities or similar to complete the Offer and the acquisition of CodeMill, including approvals and clearances from the Inspectorate of Strategic Products, being obtained, in each case on terms that are acceptable for Ateliere Creative and due diligence review. The independent bid committee of the board of directors of CodeMill unanimously recommends the shareholders of CodeMill to accept the Offer. The independent bid committee consists of the board members Peter Renkel, Andreas Forsberg and Michaela Gertz. The board members Henrik Wenckert, Johanna Björklund and Rickard Lönneborg have such a connection to the three shareholders, which have entered into undertakings to accept the Offer. The acceptance period for the Offer is expected to commence on or around March 11, 2025 and expire on or around April 1, 2025. As of April 9, 2025, Ateliere is seeking extension on Codemill Public Tender due to the economic volatility and trade instability currently affecting global markets that is beyond the control of the Company. If required, Ateliere will engage relevant Swedish regulatory authorities regarding the acquisition extension.
Robert Nordahl of Astelia Advisory AB acted as fairness opinion provider to CodeMill AB. Anders Elgemyr, Felix Ewert, Lars Johansen Öh and Niklas Hoborn of Carlsquare AB acted as financial advisors to CodeMill AB. Mats Dahlberg of Advokatfirman Delphi KB acted as legal advisor to CodeMill AB. KANTER Advokatbyrå KB acted as legal advisor to Ateliere Creative Technologies CM, AB. Advokatfirman Titov & Partners Ab acted as legal advisor to Ateliere Creative Technologies CM, AB. Bergs Securities acted as issuing agent to Ateliere Creative Technologies CM, AB. Carnegie Investment Bank AB (publ) acted as financial advisor to CodeMill AB.
Ateliere Creative Technologies CM, AB cancelled the acquisition of CodeMill AB (publ) (OM:CDMIL) from Umesto Ventures AB, Grindcode Holding Ab, Old Mother Holding AB, Quinary Investment AB and Johan Qviberg on April 14, 2025. Due to the current, unforeseen turbulence in the US and in the global business and financial markets, Ateliere is no longer at a position to complete the Offer and has instructed the issuing agent to release the tendered shares to the CodeMill shareholders.