Announcement • Jun 10
Summa Defence Oy Completed the acquisition of Meriaura Group Oyj (OM:MERIS) from Meriaura Invest Oy and others in a reverse merger transaction for approximately €165 million.
Summa Defence Oy entered into a conditional share exchange agreement to acquire Meriaura Group Oyj (OM:MERIS) from Meriaura Invest Oy and others in a reverse merger transaction for approximately €160 million on January 29, 2025. The transaction will create a strong group of companies focusing on safety and security of supply in Finland, in which dual-use technology will play a significant role. In connection with the arrangement, the Marine Logistics business (Meriaura Oy and its wholly owned subsidiary VG-EcoFuel Oy) will be sold to Meriaura Invest Oy. The name of the new listed company will be Summa Defence Plc. The holding of Meriaura Group’s current shareholders in the new group of companies will be 11.8%, and that of Summa Defence’s current shareholders will be 88.2%. The transaction is to be implemented through a share exchange by carrying out a directed share issue to the shareholders of Summa Defence. The value of Summa Defence’s share capital is determined at around €185 million in the share exchange agreement, and that of Meriaura Group at around €40.4 million. The subscription price in the share exchange will be €0.04657136 per share. Summa Defence’s shareholders will own around 88.1% of the new group of companies after the implementation of the whole arrangement. As a result of the Share Exchange, the number of Meriaura Group shares will increase to approximately 4,839,199,763 shares. The current number of shares in Meriaura Group is 866,801,277. In the transaction, Meriaura Group will direct a total of approximately 3,972,398,486 shares to the owners of Summa Defence. It has been proposed that a new Board of Directors be appointed for Meriaura Group at the Annual General Meeting that will decide on the Transaction. The proposed composition of the Board is Samuli Koskela, Martti Haapala, Antti Vehviläinen and Arto Räty. The planned Transaction is conditional on the decisions of the Annual General Meeting of Meriaura Group Plc concerning the approval of the transaction, the directed paid share issue, the directed share acquisition and other matters directly related to the Transaction that fall within the decisionmaking power of the Annual General Meeting. The execution of the arrangement also requires that the financiers of the Summa Defence target companies approve the arrangement. The Board of Directors of Meriaura Group proposes to the Annual General Meeting that the name of Meriaura Group Plc be changed to Summa Defence Plc if the Transaction is approved. The execution of the Transaction is planned to take place at the beginning of April 2025. As of March 5, 2025, the arrangement is conditional on the decision of the Annual General Meeting of Meriaura Group Oyj. The Annual General Meeting will be held on 16 April 2025. As a result of this transaction, a corporate group specializing in security and national resilience will be established in Finland, with dual-use technology playing a key role. At the same time, the Merilogistics business (Meriaura Oy and its wholly owned subsidiary VG-EcoFuel Oy) will be transferred to Meriaura Invest Oy. Following the completion of the transaction, the newly listed company will be named Summa Defence Oyj. On March 24, 2025, Meriaura Group Plc has received conditional approval from Nasdaq Stockholm AB for the continued listing on Nasdaq First North Growth Market after the acquisition of Summa Defence Oy. As of March 31, 2025, The maximum aggregate amount of earn-out liabilities to be transferred to Meriaura Group Plc under the agreements executed in connection with the transaction is €75.4 million based on the annual accounts 2025-2028 of the relevant companies. As of April 14, 2025, Summa Defence Oy will host a webinar on April 16, 2025, for Meriaura Group shareholders. The webinar will present Summa Defence and the merger of Meriaura Group Plc and Summa Defence Oy through a share exchange. On April 24 April 2025 Meriaura Group Plc’s Annual General Meeting approved the transaction. Meriaura Group Plc announced the appointment of Hanna Kyrki, General Counsel, to Summa Defence's Management Team. The transaction is expected to be completed on May 7, 2025, and the new shares in Summa Defence Plc are expected to be traded on the Nasdaq First North Growth Market in Sweden and Finland from May 12, 2025. The execution is expected to take place during May 2025. Trading in the new shares issued in connection with the Share Exchange on the First North Growth Market Sweden and Finland is expected to begin estimated on June 2, 2025. As of May 30, 2025, The ownership and financing arrangements of Aquamec Oy, which need to be completed before these actions, began today, May 30, 2025. Once finalized, the other actions to be carried out by Summa Defence Oy will commence immediately thereafter. These implementations are expected to be followed promptly by the Share Exchange and the completion of the whole arrangement, and trading in the new Company shares issued in the Share Exchange on the First North Growth Market Sweden and Finland will begin no later than June 11, 2025.
Meriaura Group’s Board of Directors has acquired a Fairness Opinion statement from HLP Corporate Finance Oy, according to which the Transaction is financially reasonable for all current shareholders. Harri Tolppanen, Olli Hyvänen, Antti Liimatainen, Henri Falck of Eversheds Sutherland Finland acted as legal advisor for Meriaura Group Oyj. Origo Partners Oy act as financial advisor for Summa Defence Oy. Augment Partners AB acted as financial advisor for Meriaura Group Oyj.
Summa Defence Oy Completed the acquisition of Meriaura Group Oyj (OM:MERIS) from Meriaura Invest Oy and others in a reverse merger transaction for approximately €165 million on June 9, 2025.
