Doxa Aktiebolag has made a public takeover offer to the shareholders of Serneke to acquire all outstanding B shares in Serneke for consideration in the form of newly issued shares in Doxa. The B shares in Serneke are admitted to trading on Nasdaq Stockholm, Small Cap. The shares in Doxa are admitted to trading on the Nasdaq First North Growth Market.
Shareholders in Serneke are offered six (6) newly issued shares in Doxa for every (1) existing B share in Serneke.
The Offer values each B share in Serneke at SEK 35.94 and the total value of the Offer amounts to approximately SEK 1,020 million. 2
The offer involves a premium if:
83.4 percent in relation to the closing price of Serneke's B shares as of April 24, 2023, which was the last trading day before the announcement of the Offer;
66.8 percent in relation to the volume-weighted average price paid for Serneke's B shares on Nasdaq Stockholm and Doxa's shares on Nasdaq First North Growth Market respectively during the last 30 trading days ending on April 24, 2023, which was the last trading day before the publication of the Offer;
43.6 percent in relation to the volume-weighted average price paid for Serneke's B shares on Nasdaq Stockholm and Doxa's shares on Nasdaq First North Growth Market respectively during the last 90 trading days ending on April 24, 2023, which was the last trading day before the publication of the Offer.
The board of Serneke has evaluated the Offer and unanimously recommends Serneke's shareholders to accept the Offer. The recommendation is supported by a valuation statement, a so-called fairness opinion, from KPMG.
Ola Serneke Invest AB, Lommen Holding AB 3, Fastighets AB Balder and Svolder Aktiebolag, which together own 50.4 percent of the total number of outstanding B shares and votes in Serneke, have entered into binding commitments to accept the Offer.
Agartha AB, Malmö Bra Bostad AB, Bergendahls Invest AB and Ninalpha AB, which together own approximately 44.9 percent of the total number of outstanding shares and votes in Doxa, have undertaken to vote at the Company's annual general meeting for the proposal to authorize the board to decide on the issue of shares in Doxa, to be used as consideration in the Offer.
The Offer is conditional, among other things, on the Offer being accepted to such an extent that Doxa becomes the owner of the equivalent of more than 90 percent of all outstanding B shares in Serneke.6 The Offer is further subject to conditions 2 - 9 which appear below in this press release.
The acceptance period for the Offer is expected to begin around May 12, 2023 and is expected to end around June 2, 2023. Payment of the consideration is expected to take place around June 9, 2023.
Victor Persson, CEO of Doxa, comments:
"We are very happy that Doxa, together with the largest owners in Serneke, is today taking the first step in what, for both Doxa and Serneke's shareholders, is a very good deal with significant synergies on several levels. Doxa intends to refine Serneke into a building - and contracting company that will continue on the set path as one of Sweden's largest construction and contracting companies. Doxa intends to split and list this contracting company separately when the conditions are right. Doxa intends to retain Serneke's land bank and project development where we see great future value and clear synergies with Doxas cash flow-generating portfolio - above all from a risk diversification and financing perspective."