Scandinavian Astor Group has completed the acquisition of Welas Oy Ltd and carries out an Offset Issue

Scandinavian Astor Group's ("Astor Group" or the "Company") subsidiary Mikroponent has today successfully completed the acquisition of the Finnish company Welas Oy Ltd ("Welas"). In parallel with this, the Board of Directors of Astor Group has, based on the authorization granted by the Annual General Meeting, resolved on an off-set issue of 300,000 shares. The off-set issue is made for the purpose of settling previously announced promissory notes as part of the acquisition of Welas.

”The acquisition of Welas Oy Ltd marks an important milestone for Scandinavian Astor Group and our subsidiary Mikroponent. The acquisition of Welas Oy Ltd marks an important milestone for Scandinavian Astor Group and our subsidiary Mikroponent. Welas also marks our first Finish acquisition and will as part of Astor Group contribute to security of supply in the Nordics. We look forward to supporting the Finnish Defence Forces with strength and security in all elements", says Astor Group CEO Mattias Hjorth.

On 12 December, Astor Group announced that its subsidiary Mikroponent had entered into an agreement regarding the acquisition of all shares in the Finnish company Welas. All conditions for the completion of the acquisition have been fulfilled and Mikroponent has thus, today, 23 January 2025, taken possession of the shares in Welas. Astor Group will include the accounting of Welas as part of Mikroponent and consolidate the acquisition in the Group from the date of acquisition, which will be reported in the interim report for the first quarter of 2025.

Part of the purchase price in connection with the acquisition of Welas was paid in the form of promissory notes totalling SEK 3.45 million and Astor Group took over Mikroponent's debt according to the promissory notes in connection with the acquisition. The Board of Directors of Astor Group has resolved and carried out an Offset issue (the "Offset Issue") of a total of 300,000 shares directed to the three sellers of Welas against payment by settling the promissory notes. The reasons for the new issue and the deviation from the shareholders' preferential rights are to fulfill commitments to settle the promissory notes against newly issued shares in the Company and thereby reduce the Company's debt without affecting the Company's existing working capital, which is beneficial to the Company's financial position. In view of the above, the Company assesses that a directed Offset Issue, with deviation from the shareholders' preferential rights, is beneficial for the Company and is in the best interest of the Company's shareholders. The sellers have entered into lock-up agreements regarding the newly issued shares. Through the new share issue, the number of shares in Astor Group will increase from 45,314,020 to 45,614,020. The share capital increases from SEK 11,948,639 to SEK 12,027,745. The new share issue entails a dilution of approximately 0.7 percent of the number of shares and votes.

The subscription price in the Offset Issue was determined, in accordance with the terms of the acquisition, at SEK 11.50 per share. The Board of Directors assesses the subscription price to be in line with market conditions as the subscription price corresponds to a premium of just over 9.2 percent in relation to the volume-weighted average price during the 30 days prior to the agreement on the acquisition being entered into on Nordic Growth Market SME.