Nilörn - Recommended SEK 77/share cash offer

• All-cash public offer SEK 77 per share
• Nilörn's largest shareholder (58% of votes) has accepted
• 53% upside to current share price

The Board unanimously recommends the offer

Nilörn has received a recommended all-cash public offer from Trimco Group Holdings Limited at SEK 77 per share, implying an equity value of ~SEK 878m. The Board unanimously recommends shareholders accept the offer, and a fairness opinion concludes the consideration is fair from a financial perspective. The acceptance period is expected to run from mid-June to early July, subject to customary condition. Nilörn and Trimco are direct competitors. They operate in the same niche (labels, trims, packaging, and branding solutions), though with somewhat different geographic strengths and customer mixes. The acquisition would strengthen Trimco's position and increase scale. Nilörn has a complementary geographic exposure and a broader customer reach.

We deem acceprance probability as high

The Company’s largest shareholder, AB Traction (26.3% of capital / 58.1% of votes), has irrevocably undertaken to accept the offer, alongside additional shareholders representing ~8% of capital (subject to certain conditions). Completion is conditional on Trimco reaching >90% ownership and obtaining relevant regulatory approvals. SEK 77/share is close to the highest price paid for the Nilörn share in the last three years. We view the probability of acceptance as high.

>50% upside to current share price

Versus the current SEK 50 share price, the offer price of SEK 77 represents a 53% premium. We see limited scope for a raised offer price given Traction’s irrevocable acceptance, while downside risk to completion appears low with board and controlling shareholder support already in place.