20 June 2018
Gernandt & Danielsson advised Nordstjernan in connection with acquisition of shares in Swedol and the following public takeover offer
Gernandt & Danielsson advised Nordstjernan Aktiebolag (“Nordstjernan”) in connection with acquisition of shares in Swedol AB (publ) (“Swedol”) and the following public takeover offer.
On 14 March 2018, Nordstjernan announced that Nordstjernan had entered into a share purchase agreement with Aktiebolaget Zelda (”Zelda”) regarding the acquisition of a majority of Zelda’s shares in Swedol. Nordstjernan had thereby reached a shareholding in Swedol that exceeded the mandatory bid threshold in accordance with the Swedish Public Takeover Act (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden). Accordingly, Nordstjernan was obliged to make a public offer to acquire the remaining shares in Swedol. On 16 April 2018, Nordstjernan therefore announced a public mandatory bid to the shareholders in Swedol to sell all B-shares in Swedol to Nordstjernan. The offered consideration in the offer amounted to SEK 32 (prior to dividends) in cash for each share. The offer represents a valuation of Swedol corresponding to approximately SEK 2.7 billion. After the expiration of the public offer, Nordstjernan controls a total of 55,283,271 shares, of which 1,820,000 A-shares and 53,463,271 of B-shares, corresponding to 66.4 per cent of the outstanding shares and 72.0 per cent of the votes in Swedol. Swedol is thereby a subsidiary of Nordstjernan. The B-shares are admitted to trading on Nasdaq Stockholm, Mid Cap.
Gernandt & Danielsson’s team consisted of Partners Dick Lundqvist and Björn Svensson, Senior Associates Erik Åslund and Erika Olofsson and Associate Ludvig Berglönn. Partner Rolf Larsson and Associate Elin Eliasson advised in relation to competition law.