FNOXF News & Events

On March 31, 2025, a consortium of EQT X and First Kraft AB, announced through Omega II, a public tender offer to the shareholders of Fortnox Aktiebolag Fortnox to transfer all its shares in the Company to the Offeror Erbjudandet. The Board of Directors' decision on this statement has been made by the members of the Board of Directors Per Bertland, Anna Frick, Magnusehn and Lena Glader. The Chairman of the Board, Olof Hallrup, owns all shares in First Kraft and is therefore considered to have a conflict of interest in accordance with item II.18 of the takeover rules. For this reason, Olof Hallrup has not participated, and will not participate, in the Board's handling or decision regarding this statement or the Offer in general. The Board member Cecilia Ardstrom is also a member of the Board of Directors of AMF Fonder, who through his shareholding of 5.8 percent is the third largest shareholder in Fortnox. On 27 March 2025, Cecilia Ardstrom was informed by Fortnox that the Bidder and AMF had bilateral discussions on the Offer. Cecilia Ardstrom has not participated in AMF's discussions with the Offeror or in the AMF's handling regarding the Offer. In order to avoid that she, through her board assignments in both Fortnox and AMF, she could be considered to have a conflict of interest under item II.18 of the takeover rules, she has not participated in Fortnox's processing or decision regarding the Offer since she was informed that the Bidder and AMF held discussions about the Offer. Cecilia Ardstrom has thus not participated in the Board's decision regarding this statement and she will not participate in Fortnox's proceedings or decisions regarding the Offer in the future. The Board of Directors has engaged Carnegie Investment Bank as financial advisor and Gernandt & Danielsson Advokatbyrundefined as legal advisor in connection with the Offer. Because Olof Hallrup, through First Kraft, is part of the Bidder, section III of the takeover rules is applicable. This means that the Board of Directors is obliged to obtain a valuation statement regarding the shares in Fortnox from independent expertise. The Board of Directors has obtained such a statement from Ernst & Young AB. For the statement, EY receives a fixed fee that does not depend on the amount of the offer team, the extent to which the Offer is accepted or if the Offer is completed or not. EY deems that the Offer is reasonable from a financial perspective for the shareholders of the Company . The bidder offers SEK 90 in cash for each share in Fortnox. If the Annual General Meeting of Fortnox approves the proposed dividend of SEK 0.25 per share on 10 April 2025, the Offeror will reduce the paid consideration to SEK 89.75 in cash for each share in Fortnox. The bidder has stated that it will not raise the price in the Offer. According to the takeover rules, the Budder is bound by this statement. The offer values all outstanding 609 678 832 shares in the Company at SEK 54.9 billion. The offered consideration per share corresponds to a premium if: 38 per cent in relation to the closing price of SEK 65.1 on 28 March 2025; 37 per cent in relation to the volume-weighted average pay rate of SEK 65.5 in the last month prior to the publication of the Offer; and 40 per cent in relation to the volume-weighted average pay rate of SEK 64.3 in the last year prior to the publication of the Offer. Completion of the Offer is conditional upon, among other things, that the Offer is accepted to such an extent that the Offeror becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in the Company and of obtaining all approvals, permits, decisions and other measures from authorities or similar that are required for the Offer and the Offeror's acquisition of the Company. First Kraft, which is the Company's largest shareholder, already owns 115 517 633 shares, corresponding to 18.9 percent of all outstanding shares and votes in the Company. First Kraft will add all its shares in the Company to the Offeror upon completion of the Offer.