Stenhus Makes Offer for Randviken

The offer is based on a combination of shares and cash:

Regarding 68.90 percent of the shares in Randviken that the shareholder transfers: 3.6285 new shares in Stenhus Fastigheter per share in Randviken.

Regarding the remaining 31.10 percent of the shares in Randviken that the shareholder transfers: SEK 61.10 per share in Randviken.

The total value of the offer amounts to approximately SEK 2,714 million based on the closing price for Stenhus Fastigheter's share on Nasdaq First North on April 14, 2022.

The Offer, corresponding to a valuation of SEK 61.10 per share based on the closing price of Stenhus Fastigheter's shares on Nasdaq First North on April 14, 2022 (which was the last trading day before the announcement of the Offer), entails a premium of 8.34 percent in relation to the closing price of SEK 56.40 for Randviken's shares on Nasdaq First North on April 14, 2022.

Stenhus writes:

"Stenhus Fastigheter sees several similarities with Randviken, both operationally and financially, and assesses that there is good potential for synergy effects. Both companies' assets mainly consist of properties in the segments warehouse, light industry and logistics with equivalent rental durations. In addition, the geographical overlaps synergies in management, which is judged to create economies of scale that will benefit the shareholders of the merged company.The merger entails the creation of a larger company with a stronger credit profile, which is judged to provide opportunities for more favorable financing terms and broader financing opportunities. a strong cash flow is in line with both Stenhus Fastigheter's and Randviken's operational growth targets."

"Stenhus Fastigheter estimates that after the merger, it will be possible to implement annual financial and operational savings of just over SEK 20 million. Furthermore, the merger entails a broader shareholder base and potentially increased attention from the capital market players. Randviken, like Stenhus Fastigheter, has shown strong growth with a high acquisition rate, in line with the companies' growth strategy, vision and goals. Stenhus Fastigheter is convinced that a merger with Randviken will create a stronger common platform with improved opportunities for growth and value creation."

"As of December 31, 2021, the merged company held a property portfolio with a market value of SEK 13,569 million and a full-year earnings capacity of SEK 474 million in property management results."

"Stenhus Fastigheter believes that the management and employees in Randviken have in a short time built up a very successful company with an attractive property portfolio. Stenhus Fastigheter expects that the proposed merger of the operations will be positive for both companies as the merger means that two very professional and competent organizations are brought together, which ensures continuity in the new group. Stenhus Fastigheters intends to offer all employees within Randviken jobs in the new group. "

Commitments from shareholders in Randviken

Shareholders in Randviken, who together represent approximately 52.1 percent of the shares and votes in Randviken, have undertaken to accept the Offer and transfer all of their shares in Randviken in the Offer, in accordance with the following:

• Fastpartner AB has made an irrevocable commitment to transfer all of its 4,143,536 shares, corresponding to approximately 9.3 percent of the shares in Randviken;

• SBB i Norden AB has made an irrevocable commitment to transfer all of its 4,002,989 shares, corresponding to approximately 9.0 percent of the shares in Randviken;

• LANDIA AB has made an irrevocable commitment to transfer all of its 3,664,017 shares, corresponding to approximately 8.3 percent of the shares in Randviken;

• RMW Rand AB has made an irrevocable commitment to transfer all of its 2,686,861 shares, corresponding to approximately 6.1 percent of the shares in Randviken;

• Cernera Kapital AB has made an irrevocable commitment to transfer all of its 2,349,888 shares, corresponding to approximately 5.3 percent of the shares in Randviken;

• Tosito AB has made an irrevocable commitment to transfer all of its 2,045,469 shares, corresponding to approximately 4.6 percent of the shares in Randviken;

• Relevant Wealth Management AB has made an irrevocable commitment to transfer all 1,318,234 shares, corresponding to approximately 3.0 percent of the shares in Randviken;

• Botvid Holding AB has made an irrevocable commitment to transfer all of its 1,076,034 shares, corresponding to approximately 2.4 percent of the shares in Randviken;

• Vincero AB has made an irrevocable commitment to transfer all of its 797,174 shares, corresponding to approximately 1.8 percent of the shares in Randviken;

• Vault Investment Partners AB has made an irrevocable commitment to transfer all of its 748,610 shares, corresponding to approximately 1.7 percent of the shares in Randviken;

• Victorycastle AB has made an irrevocable commitment to transfer all of its 222,392 shares, corresponding to approximately 0.5 percent of the shares in Randviken; and

• Antja AB has made an irrevocable commitment to transfer all of its 65,218 shares, corresponding to approximately 0.1 percent of the shares in Randviken.