Announcement • Apr 18
Norion Bank AB (publ) (OM:NORION) completed the acquisition of Consensus Asset Management AB (DB:5XI) from group of shareholders.
Norion Bank AB (publ) (OM:NORION) announces a recommended public cash offer to acquire Consensus Asset Management AB (DB:5XI) from group of shareholders for approximately SEK 170 million on November 20, 2025. Under the terms of the acquisition, SEK 22.5 in cash per Class A share and Class B share will be paid by Norion Bank AB. The Offer values Consensus Asset Management AB to approximately SEK 171 million. Norion Bank AB has obtained irrevocable undertakings to accept the Offer from several of the shareholders of Consensus Asset Management AB. Anders Hedin Invest AB has undertaken to accept the Offer regarding 375,127 Class A shares and 1,314,665 Class B shares, corresponding to approximately 22.17% of the outstanding shares of Consensus Asset Management AB. Nilhome AB has undertaken to accept the Offer regarding 385,507 Class A shares and 1,212,665 Class B shares, corresponding to approximately 20.97% of the outstanding shares of Consensus Asset Management AB. Ripam Invest AB has undertaken to accept the Offer regarding 36,501 Class A shares and 231,020 Class B shares, corresponding to approximately 3.51% of the outstanding shares of Consensus Asset Management AB. Ktynga Förvaltnings AB has undertaken to accept the Offer regarding 357,214 Class B shares, corresponding to approximately 4.69% of the outstanding shares of Consensus Asset Management AB. Provobis Holding AB has undertaken to accept the Offer regarding 59,070 Class A shares and 225,588 Class B shares, corresponding to approximately 3.73% of the outstanding shares of Consensus Asset Management AB. Hampus Hedin has undertaken to accept the Offer regarding 27,680 Class A shares and 344,000 Class B shares, corresponding to approximately 4.88% of the outstanding shares of Consensus Asset Management AB. Tastsinn AB has undertaken to accept the Offer regarding 33,000 Class A shares and 129,800 Class B shares, corresponding to approximately 2.14% of the outstanding shares of Consensus Asset Management AB. Peter Skarestad has undertaken to accept the Offer regarding 28,000 Class B shares, corresponding to approximately 0.37% of the outstanding shares of Consensus Asset Management AB. Andreas Moritz has undertaken to accept the Offer regarding 15,000 Class B shares, corresponding to approximately 0.20% of the outstanding shares of Consensus Asset Management AB. The undertakings represent in total 916,885 Class A shares and 3,857,952 Class B shares corresponding to approximately 62.65% of the outstanding shares of Consensus Asset Management AB.
If Norion Bank AB in connection with the Offer acquires shares representing more than 90% of the total number of shares in Consensus Asset Management AB, Norion Bank AB intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Consensus and to promote delisting of Consensus’ shares from Spotlight Stock Market. The acceptance period for the Offer is expected to commence on or about January 2, 2026 and expire on or about March 13, 2026. The transaction will be financed through Norion Bank’s own existing cash. Provided that the Offer is declared unconditional no later than March 16, 2026, settlement is expected to be initiated on or about March 19, 2026.
The transaction is conditional upon the Offer being accepted to such extent that Norion Bank becomes the owner of shares representing more than 90% of the total number of outstanding shares in Consensus, receipt of all necessary regulatory, governmental, or similar clearances, approvals from authorities and approval of offer by the shareholders of Consensus Asset Management AB. The deal has been unanimously approved by the board of directors of Consensus Asset Management AB and has unanimously resolved to recommend the shareholders of Consensus Asset Management AB to accept the Offer. The expected completion of the transaction is March 13, 2026. As of March 9, 2026, the initial acceptance period for the Offer is extended up to and including March 31, 2026. As of March 26, 2026 Norion Bank has successfully obtained all required approvals, including the ownership assessment from the Swedish Financial Supervisory Authority (SFSA). With this approval, the condition regarding regulatory approvals for the Offer is now fulfilled. As per the annoucement dated April 1, 2026, all conditions for completion of the Offer have been fulfilled. Accordingly, the offer is declared unconditional. The acceptance period of the offer has been accepted and the transaction is expected to close on April 16, 2026.
Skandinaviska Enskilda Banken AB acted as financial advisor to Norion Bank AB. Martin Ulfson and Sebastian Bertheau of Advokatfirman Cederquist KB acted as legal advisor to Norion Bank AB. KPMG Corporate Finance acted as fairness opinion provider to Consensus Asset Management AB. Born Advokater acted as legal advisor to Consensus Asset Management AB.
Norion Bank AB (publ) (OM:NORION) completed the acquisition of Consensus Asset Management AB (DB:5XI) from group of shareholders on April 16, 2026. During the close of the extended acceptance period, the Offer has been accepted by shareholders representing an additional 47,990 Class A shares and 125,541 Class B shares in Consensus, corresponding to approximately 2.28% of the total number of shares in Consensus Asset Management AB. As a result, Norion Bank now controls a total of 1,033,116 Class A shares and 6,342,128 Class B shares in Consensus, corresponding to approximately 96.77% of the total number of shares of Consensus Asset Management AB. Settlement for the shares tendered in the Offer during the extended acceptance period will be initiated on or about April 20, 2026. Norion Bank will not extend the acceptance period any further and the Offer is thereby closed. Norion Bank has initiated a compulsory redemption proceeding under the Swedish Companies Act to acquire the remaining shares in Consensus. Furthermore, at the request of Norion Bank, Consensus has applied for delisting of Consensus’ shares from Spotlight Stock Market. The application has been approved by Spotlight and the last day of trading in Consensus’ shares on Spotlight Stock Market will be Wednesday April 22, 2026.