Announcement • Aug 26
Brødrene A & O Johansen A/S (CPSE:AOJ B) completed the acquisition of Elektroimportøren AS (OB:ELIMP).
Brødrene A & O Johansen A/S (CPSE:AOJ B) signed a letter of intent to acquire Elektroimportøren AS (OB:ELIMP) on May 4, 2026. Brødrene A & O Johansen A/S (CPSE:AOJ B) entered into a transaction agreement to acquire Elektroimportøren AS (OB:ELIMP) from a group of shareholders for NOK 1.1 billion on July 3, 2026. On May 4, 2026, the Offeror provided a letter of interest with a non-binding and indicative offer to the Board of Directors and subsequently, on May 28, 2026, a letter of interest with a revised non-binding and indicative offer to the Board of Directors. On May 13, 2026, the Offeror and the Company entered into a mutual non-disclosure and standstill agreement. Following the submission of the revised letter of interest on May 28, 2026, the Offeror and the Company entered into a process agreement on June 12, 2026 to regulate their respective rights and obligations in respect of exclusivity and the customary due diligence process over the course of a limited time period leading up to a possible binding agreement between the parties. After completion of the due diligence review and negotiations between the parties, the Company and the Offeror entered into the Transaction Agreement on July 3, 2026. Kjersti Helen Krokeide Hobøl, the only member of the Board of Directors holding Shares as at the date of the Transaction Agreement, and Jørgen Waldal Wist, the CFO of the Company, who is the only member of the Executive Management who holds Shares and who has been involved in the process, representing in aggregate approximately 0.38% of the Company's outstanding share capital, have made undertakings in favor of the Offeror. WQZ Investment Group Ltd., Varner Equities AS, Verdipapirfond Odin Norge, Trapesa AS, Alcancia Capital AS, T.D. Veen AS, Opek Invest AS and Niss Invest AS, representing in aggregate approximately 46.27% of the Company's outstanding share capital, have also undertaken to accept the Offer in favour of the Offeror. In total, the aforementioned pre-acceptances represent approximately 46.65% of the Company's outstanding share capital. The Offer will be partially financed through a bridge facility provided by Danske Bank A/S to the Offeror, which together with the Offeror's own available funds provides the Offeror with the full cash amount required to satisfy the Offer. The Offer Period runs from and including July 3, 2026, 09:00 (CEST), until August 5, 2026, 16:30 (CEST), subject to extension at the sole discretion of the Offeror (which may be extended up to a maximum of ten (10) weeks from commencement of the initial Offer Period). If, as a result of the Offer or otherwise, the Offeror acquires and holds Shares representing at least 90% of the total issued Shares and voting rights in the Company, the Offeror intends to initiate a compulsory acquisition (squeeze-out) of the remaining Shares. Further, following completion of the Offer, the Offeror intends to apply for a delisting of the Shares from Euronext Growth Oslo. The settlement of the Offer is within 15 business days following satisfaction or waiver of all conditions for the Offer (expected during Q3 2026).
As further detailed and specified in the Offer Document, completion of the Offer is subject to the following conditions being satisfied or waived in whole or in part by the Offeror: Shareholders representing at least 90% of the issued and outstanding share capital and voting rights of the Company on a fully diluted basis having validly accepted the Offer; the Board Recommendation not being amended, modified or withdrawn; all required regulatory approvals, including clearance from the Norwegian Competition Authority in respect of the transactions contemplated by the Transaction Agreement, having been obtained on terms satisfactory to the Offeror. The Offer is not subject to any due diligence or financing condition. Barring unforeseen circumstances or any extensions of the Offer Period, it is currently expected that the Offer will be completed during the third quarter of 2026, following satisfaction or waiver of all conditions for the Offer. Expiration of the Offer Period (subject to extension) is August 5, 2026. The Board of Directors of the Company unanimously recommends the shareholders of the Company to accept the Offer. As of July 22, 2026, the transaction received regulatory approval from the Norwegian Competition Authority. As a consequence, there are currently no outstanding regulatory approvals to be obtained under the closing condition regarding “Regulatory approval(s)” as set out in section 1.6(c) of the Offer Document as no other required regulatory approvals have been identified by the Offeror at this stage. Completion of the Offer remains subject to the remaining closing conditions set out in section 1.6 of the Offer Document. As of August 4, 2026, the offer period will expire on August 5, 2026, subject to any extension at the discretion of the Offeror up to a maximum of ten weeks. As of August 5, 2026, the Offer Period has expired and the Offeror has received acceptances from shareholders in the Offer in respect of at least 46.96 million shares in Elektroimportøren, representing approximately 92.5% of the issued and outstanding share capital and voting rights of the Company on a Fully Diluted Basis. The closing condition of the Offer Document has been satisfied. As a consequence, there are currently no outstanding closing conditions to be obtained or waived. Settlement of the Offer will remain subject to the other closing conditions as set out in the Offer Document and shall take place no later than fifteen (15) Business Days after the date of this announcement, provided that the customary verification of acceptances and other closing conditions remain satisfied until such completion or are waived by the Offeror. If the Offeror chooses to extend the Offer Period, the settlement date of the Offer will be extended accordingly. Settlement is expected to be completed on August 26, 2026.
ABG Sundal Collier Holding ASA acted as financial advisor for Elektroimportøren AS. Arctic Securities AS acted as financial advisor for Brødrene A & O Johansen A/S. ABG Sundal Collier Holding ASA acted as fairness opinion provider for Elektroimportøren AS. Advokatfirma Wiersholm AS acted as legal advisor for Elektroimportøren AS. Gorrissen Federspiel I/S acted as legal advisor for Brødrene A & O Johansen A/S. Wikborg Rein Advokatfirma As acted as legal advisor for Brødrene A & O Johansen A/S.
Brødrene A & O Johansen A/S (CPSE:AOJ B) completed the acquisition of Elektroimportøren AS (OB:ELIMP) on August 26, 2026. The Offeror hereby announces that the Offer has been completed, and that settlement has been made in accordance with the terms of the Offer Document. The Offeror acquired 47 million shares under the Offer, representing approximately 92.6% of the issued and outstanding share capital and voting rights in the Company. As the Offeror has become the owner of more than 90% of the shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares in the Company pursuant to Section 4-26 of the Norwegian Private Limited Liability Companies Act at a price of NOK 22 per share. The Offeror also intends to apply for a delisting of the Company's shares from Euronext Growth Oslo.
