Additional shareholders of Spotlight Group have entered into undertakings to accept the recommended public cash offer to the shareholders of Spotlight Group AB.
On 17 June 2026, Kriptown SAS (the “Offeror” or “Kriptown”) announced a recommended public cash offer to the shareholders of Spotlight Group AB (“Spotlight Group”), to tender all their shares in Spotlight Group to the Offeror (the “Offer”). For more information about the Offer, including the terms and conditions of the Offer, please see Kriptown’s press release announcing the Offer, available at www.kriptown.com/spotlightoffer.
Subsequent to Kriptown’s announcement of the Offer, additional shareholders with a total holding of 915,159 shares, corresponding to approximately 15 per cent of the outstanding shares and votes in Spotlight Group, have undertaken to accept the Offer.
The new undertakings are in all material respects subject to the same terms as the previous undertakings and shall thus remain in force even if a higher competing offer for the shares in Spotlight Group is announced and shall terminate automatically and be of no further force or effect on the date falling 17 weeks from the date of announcement of the Offer, or such later date which may be the necessary acceptance period end date in order to obtain the necessary regulatory approvals for the Offer, provided that the Offeror has not completed an acquisition of the shares or the Offer has not been declared unconditional or withdrawn by such date.
As set out in offer announcement, shareholders of Spotlight Group which in aggregate own 4,141,487 shares, corresponding to approximately 69 per cent of the outstanding shares and votes in Spotlight Group, have previously undertaken to accept the Offer on terms in all material respects equivalent to the new undertakings. Together, all undertakings correspond to approximately 84 per cent of the outstanding shares and votes in Spotlight Group.
Advisors
Wigge & Partners Law KB is acting as legal adviser and 2CFinance is acting as financial adviser to the Offeror in connection with the Offer.
Information about the Offer
Further information about the Offer is available on www.kriptown.com/spotlightoffer
For further information, please contact:
Ines Beneyto, Head of Strategy
Telephone: +33 6 95 61 55 73
E-mail: ines@lise.com
This information was submitted for publication, through the agency of the contact person set out above, at 16:00 CEST on 24 June 2026.
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The release, publication or distribution of this press release in or into jurisdictions other than Sweden may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in Sweden to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Offeror and the other companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
This press release has been prepared for the purpose of complying with Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this press release had been prepared in accordance with the laws of jurisdictions other than Sweden.
Unless otherwise determined by the Offeror or required by Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of such rules, and permitted by applicable law and regulation, the Offer is not being made and will not be made available, directly or indirectly, in, into or from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or the United States or any other jurisdiction where to do so would violate the laws or regulations of such jurisdiction (the “Restricted Jurisdictions”). No person may accept the Offer by any means of communication (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) used in interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where doing so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this press release, the offer document and any other documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed, forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any other jurisdiction where such acceptance would constitute a violation of applicable law or regulation. Banks, brokers, dealers, nominees, custodians, trustees and other persons receiving such documents must not mail, forward, distribute or send them in, into or from any Restricted Jurisdiction or to any person resident or located in any Restricted Jurisdiction. Failure to inform oneself of and comply with any applicable restrictions or rules may constitute a violation of securities laws in the Restricted Jurisdictions. The Offeror disclaims, to the extent permitted by applicable law, all liability for any person's violation of such provisions. If anyone seeks to accept the Offer as a result of having directly or indirectly violated these restrictions, the acceptance may be disregarded. No consideration under the Offer will be paid in or to any Restricted Jurisdiction.
Swedish substantive law is applicable to the Offer. Any dispute arising out of or in connection with the Offer shall be settled exclusively by Swedish courts, with the Stockholm District Court as the court of first instance.
The Offer and the information and documentation relating to the Offer have not been prepared by, and have not been approved by, an “authorised person” as referred to in section 21 of the UK Financial Services and Markets Act 2000 (”FSMA”). Accordingly, such information and documentation may not be distributed to, or forwarded to, the general public in the United Kingdom, unless an exemption applies. The communication of such information and documentation is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day-to-day control of the affairs of a body corporate, or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other projections, as well as the benefits of the Offer, constitutes forward–looking statements. Such information may generally, but not always, be identified by the use of words such as “estimated”, “expected” or “believed”, or similar expressions. Forward-looking statements are by their nature associated with risk and uncertainty, as they depend on circumstances that may occur in the future. Actual results may differ materially from those stated or implied in the forward–looking information as a result of a number of factors, many of which are beyond Offeror's control. All such forward–looking statements apply only as of the date on which they were made and the Offeror assumes no obligation (and undertakes no such obligation) to update or revise them, whether as a result of new information, future events or other circumstances, except as required by applicable law and regulation.