Announcement • Apr 25
BEWI Invest AS completed the acquisition of KMC Properties ASA (OB:KMCP) in a reverse merger transaction.
BEWI Invest AS agreed to acquire KMC Properties ASA (OB:KMCP) in a reverse merger transaction for NOK 3.9 billion on January 8, 2026. The consideration consists of 101 million common equity of BEWI Invest AS to be issued for common equity of KMC Properties ASA. As part of the acquisition, Bjørnar André Ulstein will be Chief Executive Officer of BEWI Invest AS on completion of transaction. There are fifteen (15) employees in BEWI Invest and one (1) employee in KMC Properties. The employees of BEWI Invest will be transferred to KMC Properties in the Merger and retain the same rights and obligations as they have in their current employment relationship. As of March 6, 2026, Bernt Thoresen, Hallbjørn Berg-Hansen and Anne Strøm Nakstad have resigned from their positions on the board of directors of BEWI Invest and will accordingly not take up directorship in the combined company.
The transaction is subject to completion of reverse stock split in ratio of 6:1 of KMC Properties ASA, approval of shareholders of BEWI Invest AS and KMC Properties ASA, approval of Oslo Stock Exchange. The transaction has been approved by the board of BEWI Invest AS and KMC Properties ASA. The net proceeds from the sale shall be donated to charity as determined by KMC Properties’ board of directors. KMC Properties ASA extraordinary general meeting is scheduled to be held on April 16, 2026. As of March 31, 2026, the Financial Supervisory Authority of Norway approved the prospectus for (i) the listing on the Oslo Stock Exchange of 114,943 new shares issued to Bekken Invest AS following the private placement that was resolved by the extraordinary general meeting of KMCP on October 23, 2025 (as adjusted for the subsequent reverse share split in the Company, as resolved by the extraordinary general meeting on February 9, 2026), (ii) the listing on the Oslo Stock Exchange, or alternatively Euronext Expand, of 101,966,569 new shares issued as consideration in the Merger, (iii) the offer and listing on the Oslo Stock Exchange, or alternatively Euronext Expand, of the Offer Shares. The application period for the Offering will April 13, 2026, the Offering comprises a retail offering to the public in Norway of no less than 120,000 and up to 400,000 new shares in the Company, at a fixed offer price of NOK 25 per Offer Share. The Offer Shares issued upon completion of the Offering will be delivered as new shares in KMCP, as the combined company following completion of the Merger. The final number of Offer Shares to be issued will be determined based on the number of applications received in the Offering. As of April 20, 2026, the application period for the Offering is extended to expire on April 21, 2026. As of April 21, 2026, delivery of the Offer Shares is expected to take place on or about April 27, 2026, through the facilities of the VPS. Trading in the new shares issued as consideration in the Merger and the Offer Shares on the Oslo Stock Exchange, or alternatively Euronext Expand, is expected to commence shortly after completion of the Merger, on or about April 27, 2026.
The merger is expected to complete early second quarter of 2026. Upon completion of the Merger, which is expected on or about April 24, 2026, the Shares will be transferred to the Combined Company (to be named BEWI Invest ASA) as part of the merger consideration. Bekken Invest AS, which is the controlling shareholder of BEWI Invest AS with its 53.12% shareholding, is also the controlling shareholder of KMCP with its 54.72% shareholding. Following completion of the Merger, Bekken Invest AS will have a direct shareholding in the Combined Company of 52.8%, and the Transfer will hence not entail any change of control or any changes in the beneficial ownership of the Shares. Following the Transfer, the Combined Company will hold 120,846,648 shares in BEWI ASA, corresponding to 51.09% of the total shares and votes in BEWI ASA.
Danske Bank A/S, Norway Branch acted as financial advisor for BEWI Invest AS. DNB Carnegie, Investment Arm acted as financial advisor for BEWI Invest AS. SpareBank 1 Markets AS acted as financial advisor for KMC Properties ASA. Advokatfirmaet Thommessen AS acted as legal advisor for BEWI Invest AS. Advokatfirmaet Grette AS acted as legal advisor for KMC Properties ASA.
BEWI Invest AS completed the acquisition of KMC Properties ASA (OB:KMCP) in a reverse merger transaction on April 24, 2026. The transferor has been dissolved as part of the Merger and the name of the Company has been changed to BEWI Invest ASA.
