With the aim to redomicile Fenix Outdoor from Sweden to Switzerland,

the main owner Nidron Holding hereby announces a public share offer without bid premium to the other shareholders of Fenix Outdoor

THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR PUBLISHED IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OF AMERICA. THE OFFER IS NOT BEING MADE TO (AND ACCEPTANCES WILL NOT BE ACCEPTED FROM) PERSONS IN THOSE COUNTRIES OR ELSEWHERE WHERE THEIR PARTICIPATION REQUIRES FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW.

Nidron Holding AG (“Nidron”), a Swiss company wholly owned by the Nordin family[1], is hereby making a public share offer to the owners of shares of series B in Fenix Outdoor AB (publ) (“Fenix” or the “Company”) to tender all outstanding shares of series B in Fenix to Nidron (the “Offer”). For each share of series B in Fenix, one new share of series B in Nidron is offered. Fenix’ shares of series B are listed on NASDAQ OMX Stockholm (“NASDAQ OMX”), Mid Cap and the shares of series B in Nidron, subject to the Offer being fulfilled, will be listed on NASDAQ OMX. Fenix’ shares of series A are not listed and all shares of series A are held (directly or indirectly) by Nidron or Martin Nordin. The Offer is made with the aim to redomicile Fenix from Sweden to Switzerland. As consideration for the shares of series B in Fenix, each shareholder of series B will therefore be offered the same share of capital and votes in Nidron as the shareholder holds in Fenix. No bid premium will be applicable.

The Offer in brief

• For each share of series B in Fenix, one new share of series B in Nidron is offered.
• The independent Board committee of Fenix[2] has stated that they are in principle positive to a domicile change and that they intend to come back with a final statement regarding the Offer.
• Nidron currently owns and controls, direct or indirectly, 2,300,000 shares of series A and 5,275,069 shares of series B, corresponding to approximately 57.1 per cent of the capital and approximately 81.1 per cent of the votes in Fenix.
• In addition, the Nordin Family owns and controls directly 100,000 shares of series A and 576,500 shares of series B corresponding to approximately 5.1 per cent of the capital and approximately 4.5 per cent of the votes in Fenix. These shares will be tendered to Nidron upon completion of the Offer.
• Nidmar Invest AB and Anna Nordin who together hold approximately 1.7 per cent of the capital and approximately 0.6 per cent of the votes in Fenix, have entered into irrevocable undertakings to accept the Offer.
• The acceptance period for the Offer is expected to commence on May 19, 2014 and end on June 16, 2014. Settlement date is expected to be in the end of June, 2014.
• In connection with the Offer, Nidron has initiated preparation for a listing of the shares of series B in Nidron on NASDAQ OMX, and subject to the Offer being fulfilled, the first day of trading is expected to be in the end of June, 2014.
• Upon completion of the Offer, Nidron intends to change its name to Fenix Outdoor AG

Background and reasons for the Offer
Fenix was founded in the 1960’s by Åke Nordin under the name Fjällräven. Fenix has since the foundation broadened its geographical presence and grown into a global group within the outdoor segment. Today, the Company is organized in two business segments: Retail and Brands. The business segment Brands includes development, marketing and sales of the proprietary brands Fjällräven, Tierra, Primus, Hanwag and Brunton. The business segment Retail comprises the outdoor specialist retail chains Naturkompaniet and Partioaitta.

Fenix currently conducts business in over 70 countries all over the world. Historically, the sales have primarily been generated in Scandinavia, but approximately half of the Company’s sales are currently generated in markets outside of Scandinavia and for the business segment Brands the share exceeds 70 percent, where Germany is the single largest market in terms of sales. In January 2014, Fenix announced that the Company is strengthening its position in Central Europe through the creation of an alliance between Naturkompaniet and Partioaitta and Globetrotter Ausrüstung GmbH (“Globetrotter”) with the purpose of collaborating within a number of areas, such as procurement and IT. Globetrotter is Germany’s largest specialist outdoor retailer with a well-developed e-commerce shop. Globetrotter is also a shareholder in Transa AG, Switzerland’s largest specialist outdoor retailer, and in the long term the plan is to invite Transa AG to participate in the collaboration. Nidron estimates that the expected future growth will, above all, be generated in markets outside of Scandinavia, meaning that the importance of these markets will increase for Fenix. Thus, Nidron is convinced that the change in domicile to Switzerland will contribute to maintain and strengthen the Company’s position and enhance Fenix’ further growth as an international company.

All current operational headquarter functions will remain in Örnsköldsvik, Sweden. The new company structure will, however, create an opportunity for establishing a head office in Switzerland, which is expected to further facilitate the recruitment and retention of employees, in particular in management positions. Furthermore, Nidron believes that it will be easier for the management of Fenix to manage an international business from a location, with proximity to, and very good transport facilities with, the larger countries where the Company conducts its business.

Fenix’ business is expected to become more global and in the long term the future sales is expected to, a larger extent, be generated in countries outside of Scandinavia. Nidron will change Fenix’ functional currency to euro upon completion of the Offer since euro is the Company’s most important sales currency. In addition, upon completion of the Offer, Nidron intends to change its name to Fenix Outdoor AG. Nidron estimates that the Offer will not have any major financial effects for Nidron or Fenix.

The Offer is structured in such a way that each shareholder, at full acceptance of the Offer, will have the same share of capital and votes in Nidron as the shareholder previously had in Fenix.[3] Consequently, the establishment of the new Swiss company structure will not incur any significant change in the ultimate shareholdings of the Company, even if the establishment of a new Swiss company structure will change Fenix's legal group structure. The business operations in Fenix and its subsidiaries are expected to, after completion of the Offer, be conducted in the same legal structure and in accordance with the same business concept, vision, strategy and goal as today.

The Board of Directors and management of Nidron will have the same structure as the current Board of Directors and management of Fenix. The completion of the Offer is not expected to incur any material effect on the employees of Fenix, employment of Fenix or on the communities in which Fenix conducts its business.

–”Fenix will become closer to its key markets through the change of domicile, which creates good conditions for meeting customer demand in the long-term”, says Martin Nordin, Board member of Nidron.

The Offer
Nidron, a Swiss company, is making a public share offer to the owners of shares of series B in Fenix where one new share of series B in Nidron is offered for each outstanding share of series B in Fenix. One new share of series B in Nidron will have the same voting power as one existing share of series B in Fenix. The conditions of the Offer are outlined below.

At full acceptance of the Offer, 5,022,162 shares of series B in Nidron will be issued within the Offer, meaning that current shareholders in Fenix (the Nordin Family excluded) will own approximately 37.8 per cent of the capital and 14.4 per cent of the votes in Nidron. No bid premium will be applicable.

No commission will be charged in relation to the Offer.

The acceptance period for the Offer is expected to commence on May 19, 2014 and end on June 16, 2014. Settlement date is expected to be in the end of June, 2014, subject to the conditions to the Offer being fulfilled or otherwise waived.

Nidron has affiliated its shares to Euroclear Sweden AB. The Board of Directors of Nidron has also initiated preparations for a listing of the shares of series B in Nidron on NASDAQ OMX, and assuming completion of the offer, the expected first day of trading on NASDAQ OMX is in the end of June, 2014.

Statement from the independent Board committee of Fenix
The independent Board committee of Fenix has stated that they are in principle positive to a domicile change and that they intend to come back with a final statement regarding the Offer and to obtain a fairness opinion from Erik Penser Bankaktiebolag. The independent Board committee intends to publish its statement along with the obtained fairness opinion as soon as practicable possible and well in advance of the expiration of the acceptance period.

Certain related parties
Nidron is wholly owned (directly or indirectly) by the Nordin Family (please see further below under the heading Description of Nidron). Martin Nordin owns a majority of the votes in Nidron and he is also the CEO and member of the Board of Directors of Fenix. In addition, Sven Stork, Chairman of the Board of Directors of Fenix, is also a member of the Board of Directors of Nidron. Thus, neither of Martin Nordin or Sven Stork has participated, and will not participate, in Fenix’ handling of the Offer. Nidron is furthermore the parent company of Fenix. Consequently, the rules regarding related parties in Chapter III of NASDAQ OMX Stockholm’s Rules concerning Takeover Bids on the Stock Market (the “Takeover Rules”) are applicable, requiring Fenix to obtain and publish a valuation opinion from independent experts regarding the Offer (i.e. a fairness opinion). Furthermore, the acceptance period must be not less than four weeks.

Undertakings from shareholders in Fenix
Nidmar Invest AB and Anna Nordin who together hold 221,485 shares of series B, representing approximately 1.7 per cent of the capital and approximately 0.6 per cent of the votes in Fenix, have under agreements with Nidron undertaken to irrevocably accept the Offer.

Nidron’s ownership and control in Fenix
Nidron currently owns and controls 2,300,000 shares of series A and 5,275,069 shares of series B representing approximately 57.1 per cent of the capital and approximately 81.1 per cent of the votes in Fenix. Nidron owns approximately 36 per cent of the capital and approximately 36 of the votes in Fenix directly and approximately 21 per cent of the capital and approximately 45 per cent of the votes in Fenix indirectly through the wholly owned Swiss subsidiary Ronmar AG (“Ronmar”).

Besides Nidron’s holdings in Fenix, Martin Nordin owns and controls, in person, 100,000 shares of series A and 108,800 shares of series B representing approximately 1.6 per cent of the capital and approximately 3.2 per cent of the votes in Fenix. Furthermore Stina von der Esch owns and controls, in person, 200,000 shares of series B representing approximately 1.5 per cent of the capital and 0.6 per cent of the votes in Fenix and Maja Cederwell owns and controls, in person, 245,000 shares of series B representing approximately 1.9 per cent of the capital and 0.7 per cent of the votes in Fenix. Finally, Philippa Nordin and Charlotte Nordin own and control, in person, 11,350 shares of series B in Fenix, respectively, corresponding to approximately 0.2 per cent of the capital and 0.1 per cent of the votes in total. Martin Nordin, Stina von der Esch, Maja Cederwell, Philippa Nordin and Charlotte Nordin will transfer these shares to Nidron upon completion of the Offer in exchange for shares in Nidron. [4]

Terms and conditions for the Offer

The completion of the Offer is conditional upon the following:

(i)  the Offer being accepted to such extent that Nidron becomes the direct or indirect owner of more than 90 per cent of the total number of shares in Fenix;

(ii)  Nidron receiving all necessary clearances, approvals and decisions for admission to trading of Nidron’s shares of series B on NASDAQ OMX;

(iii)  with respect to the Offer, the delivery of Nidron shares in connection with the Offer and the acquisition of Fenix, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions in each case on terms which, in Nidron’s opinion, are acceptable; and

(iv)  that neither the Offer nor the acquisition of Fenix is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance, which is in effect or could reasonably be expected, which is outside the control of Nidron and which Nidron could not reasonably have foreseen at the time of the announcement of the Offer.

Nidron reserves the right to withdraw the Offer in the event that it is clear that any, several or all of the above conditions are not fulfilled in whole or in part or cannot be fulfilled. However, with regard to conditions (ii) – (iv), such withdrawal will only be made provided that the non-fulfillment of such condition is of material importance to Nidron’s acquisition of the shares in Fenix.

Nidron reserves the right to waive or amend, in whole or in part, one or several of the conditions above in accordance with applicable laws and regulations, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance.

Description of Nidron
Nidron Holding AG, registration number CHE-206.390.054, is a Swiss stock corporation. Nidron is domiciled in Baar, Switzerland, and its registered address is at Lindenstrasse 14, 6340 Baar, Switzerland. The company was registered at the Swiss Federal Commercial Registry Office on November 14, 2011. Since the registration Nidron has only conducted a few business transactions. Nidron’s only material assets are the holdings in Fenix and Ronmar and its principal business purpose is to make the Offer and take all actions to finance and complete the Offer and operate as parent of Fenix. Ronmar is not conducting any business except the holding of shares in Fenix and have no other material assets than the shares in Fenix. Nidron’s shares are issued in two series; series A and series B. Each share of series A in Nidron entitles to one vote and a nominal value of CHF 0.10 and each share of series B in Nidron entitles to one vote and a nominal value of CHF 1.00.

Each of Martin Nordin, Stina von der Esch, through the company Liselore AB, and Maja Cederwell, through the company HAK Holding Ltd, own 25 per cent of the capital in Nidron. The remaining 25 per cent of the capital in Nidron is owned by Charlotte Nordin and Philippa Nordin, through the company Pinkerton Holding AB. Martin Nordin owns a majority of the votes and controls Nidron. In connection with the Offer, Nidron has initiated preparations for a listing of the shares of series B in Nidron on NASDAQ OMX and assuming completion of the Offer, the expected first day of trading is in the end of June, 2014. Upon completion of the Offer Nidron intends to change its name to Fenix Outdoor AG.

Financing
The Offer will be financed by new shares in Nidron. The Nordin Family has in its capacity as owner of Nidron undertaken to vote in favour of all necessary resolutions and see to that all other necessary actions are taken in order to ensure that the new shares of series B in Nidron are issued and delivered in accordance with the Offer.

Rulings by the Swedish Securities Council of relevance to the Offer
Following the completion of internal restructurings of the Nordin Family’s holdings of shares in Fenix, Nidron has contacted the Swedish Securities Council (Sw. Aktiemarknadsnämnden) regarding certain questions, among other things questions related to equal treatment of the shareholders in the Offer, which has resulted in the issue of the statement AMN 2013:48. For the complete statement please refer to www.aktiemarknadsnamnden.se.

Preliminary timetable

Nidron reserves the right to extend the acceptance period for the Offer, as well as to postpone the date of settlement.

Compulsory acquisition and de-listing
As soon as possible after Nidron has acquired shares representing more than 90 per cent of the total number of shares in Fenix, Nidron intends to commence compulsory acquisition proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Fenix. In connection therewith, Nidron intends to promote a de-listing of Fenix’ shares from NASDAQ OMX.

Applicable law and disputes
Swedish law, the Takeover Rules, the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s rulings regarding interpretation and application of the formerly applicable Swedish Industry and Commerce Stock Exchange Committee’s rules on public offers, are applicable to the Offer.

In accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on May 9, 2014, Nidron entered into an undertaking towards NASDAQ OMX to comply with the Takeover Rules, the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s rulings regarding interpretation and application of the formerly applicable Swedish Industry and Commerce Stock Exchange Committee’s rules on public offers, and to submit to the sanctions that NASDAQ OMX may decide upon in event of infringement of the Takeover Rules. Nidron informed the Swedish Financial Supervisory Authority about the Offer and the above mentioned undertaking on May 12, 2014.

Any dispute relating to, or arising in connection with, the Offer shall be settled exclusively by Swedish courts, with the city court of Stockholm as the court of first instance.

Advisors
Handelsbanken Capital Markets is financial adviser to Nidron in connection with the Offer. Legal advisers to Nidron are Gernandt & Danielsson Advokatbyrå KB with regards to Swedish law and Peter Meyer Hürlimann AG and Bill Isenegger Ackermann AG with regards to Swiss law.
               
    

Nidron Holding AG
The Board of Directors

Further information
For further information, please contact: Martin Nordin, phone: +41 79 799 27 58 (available after 09:00 a.m. (CET)) or visit www.nidronholding.se

The information in this press release was submitted for publication on May 12, 2014 at 8.00 a.m. (CET).

Fenix in brief
Fenix is a global group focused on products for nature and outdoor activities. The company is listed on NASDAQ OMX Stockholm, Mid Cap. The group’s goal is to be a global player in the development and sale of equipment and apparel for active outdoor activities.

The Group's operations have mainly been based on wholesale sales of products with its own brand Fjallräven. In 2001, the group acquired the retail chain Naturkompaniet AB. The group has subsequently acquired Tierra, Primus, Hanwag and Brunton, which together with Fjällräven constitute the business segment Brands. Naturkompaniet together with Partioaitta, which was acquired in 2011, constitute the business segment Retail.

IMPORTANT NOTICE
The Offer is not being made (nor will any acceptance from shareholders or from others on behalf of shareholders) in any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be made in compliance with the laws and regulations of such jurisdiction or where the completion or acceptance of the Offer requires further documentation, filings or other measures in addition to those required under Swedish law, except where there is an applicable exemption. The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, e-mail, telex, telephone and the Internet) in or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or the United States, and the Offer cannot be accepted in or from Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or the United States. As a result, this announcement, the offer document, the acceptance form and other documentation relating to the Offer will not, and may not, be sent by mail or in any other way be distributed, forwarded or transmitted to, from or within Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or the United States. Nidron will not pay any consideration pursuant to the Offer to, or accept acceptance forms from, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or the United States.

The shares in Nidron have not been, and will not be, registered under the United States Securities Act 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless such registration under the Securities Act is made, or an exemption from such registration is available.

This press release has been published in Swedish and English. In the event that there are any differences between the language versions, the Swedish language version shall prevail.

Forward-looking statements
Nidron makes certain forward-looking statements in this press release which represent its expectations or beliefs about future events and financial, operational and other performance. Forward-looking statements are identifiable by words such as "believe", "anticipate", "contemplate ", "expect", "estimate", "intend", "plan", "will" , "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward looking statements made in this press release, include, but are not limited to, statements concerning the consummation of the acquisition and Fenix’ business after completion of the Offer.

You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the Offer for various reasons.

Nidron makes no commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement.

[1] As of the date of this press release, Nidron is wholly owned (directly or indirectly) by Martin Nordin, Stina von der Esch, Maja Cederwell, Charlotte Nordin and Philippa Nordin (the “Nordin Family”). Martin Nordin owns a majority of the votes and thereby controls Nidron.

[2] The independent Board committee consists of the Board members Mats Olsson, Ulf Gustafsson and Anders Hedberg. Sven Stork, Chairman of the Board of Directors of Fenix and Martin Nordin, member of the Board of Directors and CEO in Fenix are also members of the Board of Nidron and due to that, have not participated and will not participate in the Board of Directors’ of Fenix’ handling of the Offer.

[3] Assuming that the Offer is completed and fully accepted, the intention is that each previous holder of one (1) share of series A in Fenix with a par value of SEK 2.00 and ten (10) votes will hold ten (10) shares of series A in Nidron with a total nominal value of CHF 1.00 and a total of ten (10) votes and that each previous holder of one (1) share of series B in Fenix with a par value of SEK 2.00 and one (1) vote will hold one (1) share of series B in Nidron with a nominal value of CHF 1.00 and one (1) vote. Swedish and Swiss rules governing share capital, share par value/nominal value and voting rights differ. Pursuant to Swiss law, a Swiss company cannot have the corresponding difference in voting rights between shares (irrespectively of the shares being of different series) as the shares in Fenix. The reason for the difference in nominal value between the shares of series A and the shares of series B in Nidron is to accomplish a replication of the relation between shares of series A and the shares of series B in Fenix and thus maintain the difference in voting rights.

[4] For further information on the exchange ratio, see footnote 3.

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