공시 • Feb 11
EG Sverige AB made a public tender offer bid to acquire Mestro AB (publ) (OM : MESTRO) for approximately SEK 184 million. EG Sverige AB made a public tender offer bid to acquire Mestro AB (publ) (OM : MESTRO) for approximately SEK 184 million on February 9, 2024. EG Sverige AB offered to acquire all shares in Mestro for SEK 18 in cash per share. The acceptance period for the Offer is expected to commence on February 13, 2024 and end on March 4, 2024. Mestro AB's four largest shareholders namely- RP Ventures AB, Aktiebolaget Företagsledare Rego, Magnus Astner and amhällsbyggnadsbolaget i Norden AB, which together own approximately 43.2% of the outstanding shares and votes in the Company, have entered into irrevocable undertakings to accept the Offer subject to certain conditions.Completion of the Offer is conditional upon, among other things, EG obtaining necessary regulatory, governmental approvals, decisions and other actions from authorities that the Offer is accepted to such extent that EG becomes the owner of shares representing more than 90% of the total number of outstanding shares in Mestro. EG has reserved the right to waive this condition and to complete the Offer at a lower level of acceptance. To evaluate the bid, Mestro has formed an Independent Bid Committee which consists of Anders Palmgren (chairman) and Mia Batljan. As the Board members Rikard Östberg and Alexandra Kulldorff represent shareholders who have undertaken to accept the Offer, they have not participated in the Board’s evaluation of or decisions relating to the Offer. The Committee has unanimously decided to recommend the shareholders of Mestro to accept the Offer. The Committee notes that the Offer represents a premium of approximately 84% in relation to the closing price of Mestro's share on 8 February 2024, and a premium of approximately 82% in relation to the volume weighted average trading price of Mestro's share during the last 30 trading days prior to the announcement of the Offer. The Committee also notes that the Board has rejected previous indicative offers for Mestro as they were not considered to reflect the fair value of Mestro.The Committee has engaged Redeye AB as financial advisor and Setterwalls Advokatbyrå AB as legal advisor in connection with the Offer. Tobias Lanttoo of Svalner Skatt & Transaction KB to provide fairness opinion regarding the Offer to the Independent Bid Committee. New Risk • Feb 09
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of Swedish stocks, typically moving 23% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks No financial data reported. Share price has been highly volatile over the past 3 months (23% average weekly change). Minor Risks Shareholders have been diluted in the past year (15% increase in shares outstanding). Market cap is less than US$100m (kr179.9m market cap, or US$17.2m). New Risk • Dec 08
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: kr104.8m (US$9.99m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks No financial data reported. Market cap is less than US$10m (kr104.8m market cap, or US$9.99m). Minor Risk Shareholders have been diluted in the past year (15% increase in shares outstanding). Recent Insider Transactions • Nov 26
Independent Director recently bought kr57k worth of stock On the 23rd of November, Anders Palmgren bought around 5k shares on-market at roughly kr11.30 per share. This transaction amounted to 1.6% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought kr459k more in shares than they have sold in the last 12 months. New Risk • Oct 15
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 15% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks No financial data reported. Market cap is less than US$10m (kr109.9m market cap, or US$9.97m). Minor Risks Share price has been volatile over the past 3 months (9.6% average weekly change). Shareholders have been diluted in the past year (15% increase in shares outstanding). Recent Insider Transactions • Jun 04
Independent Director recently bought kr120k worth of stock On the 26th of May, Johan Stakeberg bought around 10k shares on-market at roughly kr12.00 per share. This transaction amounted to 31% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought kr986k more in shares than they have sold in the last 12 months. 
