Stena Adactum AB announces a mandatory public cash offer to the shareholders of Svedbergs i Dalstorp AB

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

Press release

22 March 2022

On 14 March 2022, Stena Adactum AB ("Stena Adactum") announced that Stena Adactum had acquired 354,700 shares of series B in Svedbergs i Dalstorp AB ("Svedbergs" or the "Company") for a maximum consideration of SEK 50 per share. Through the acquisition, Stena Adactum attained a direct and indirect[1] holding corresponding to approximately 30.7 per cent of the shares and votes in Svedbergs[2]. Through the acquisition, Stena Adactum passed the mandatory bid threshold in accordance with Chapter 3 section 1 of the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).

Stena Adactum hereby announces a public offer to the shareholders in Svedbergs to tender all shares in Svedbergs at a price of SEK 50 in cash per share (the "Offer")[3]. The shares of series B in Svedbergs are listed on Nasdaq Stockholm, Small Cap.

Summary

• Stena Adactum offers SEK 50 in cash per share of series B[4] in Svedbergs. The total value of the Offer, based on the 24,320,521 shares[5] in Svedbergs not directly or indirectly owned by Stena Adactum or its closely related parties, amounts to approximately SEK 1.2 billion. The Offer values Svedbergs, based on all 35,323,758 shares[6] in Svedbergs, to approximately SEK 1.8 billion.
• The price per share of series B in the Offer represents a premium of[7]:
  • Approximately 7.8 per cent compared to the closing share price on Nasdaq Stockholm of SEK 46.40 on 11 March 2022 (the last day of trading prior to the announcement of the obligation to launch a mandatory takeover offer);
  • Approximately 20.3 per cent compared to the volume-weighted average trading price on Nasdaq Stockholm of SEK 41.58 during the last 20 trading days ended on 11 March 2022 (the last day of trading prior to the announcement of the obligation to launch a mandatory takeover offer);
  • Approximately -1.2 per cent compared to the closing share price of SEK 50.60 on Nasdaq Stockholm on 21 March 2022 (the last day of trading prior to the announcement of the Offer); and
  • Approximately 16.1 per cent compared to the volume-weighted average trading price on Nasdaq Stockholm of SEK 43.05 during the last 20 trading days ended on 21 March 2022 (the last day of trading prior to the announcement of the Offer).
• The completion of the Offer is solely conditional upon the receipt of all necessary approvals from the relevant competition authorities being obtained, in each case on terms which, in Stena Adactum's opinion, are acceptable.
• An offer document regarding the Offer is expected to be made public on 1 April 2022. The acceptance period for the Offer is expected to commence on 4 April 2022 and expire on 4 May 2022.

Background and reasons for the Offer

Svedbergs started in 1920, and the group operates in the Nordic region and in the United Kingdom. The group's companies develop, design and sell bathroom furniture and related products. The group operates under the brands Svedbergs, Macro Design, Cassøe, Roper Rhodes, Tavistock and R2. The parent company Svedbergs i Dalstorp AB conducts its operations in Dalstorp outside of Ulricehamn. The subsidiary Macro Design conducts its operations in Laholm, the subsidiary Cassøe A/S in Herning, Denmark, and the subsidiary Roper Rhodes in Bath, England.

Svedbergs vision is to become the leading bathroom interior designer on chosen markets. The strategy for achieving the vision consists of three focus areas; strategic acquisitions, independent companies and cooperation without mixing. An important part of Svedbergs growth strategy is to identify and implement strategic acquisitions which complements the existing operations, for example through the newly announced acquisition of Roper Rhodes Ltd.

Stena Adactum has been a shareholder in Svedbergs since 2016 and has through its entire ownership supported Svedbergs' increased focus on profitable growth through both organic and acquired expansion. Stena Adactum is positive of Svedbergs' outlook for continued progress and thereby supports the initiatives being implemented for increased total returns to the shareholders.

Stena Adactum is a long-term owner, which creates conditions to support long-term strategic initiatives so that the companies Stena Adactum invests in can reach their full potential. Through the Offer, Stena Adactum sees an opportunity to continue to invest in a quality company and as an active owner develop and strengthen Svedbergs' operations.

Stena Adactum's plans for the future business and general strategy does not currently include any material changes with regard to Svedbergs' operational sites, or Svedbergs' and Stena Adactum's management and employees, including their terms of employment.

The Offer

Consideration

Stena Adactum offers SEK 50 in cash for each share of series B[8] in Svedbergs. The offer consideration corresponds to the highest price paid for shares in Svedbergs during a period of six months prior to the announcement of the Offer.

Certain employees hold warrants in Svedbergs issued as part of an incentive program. Such financial instruments are not included in the Offer. However, Stena Adactum will procure that the owners of such warrants in Svedbergs will receive reasonable treatment.

Should Svedbergs, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly.

No commission will be charged in respect of the settlement of the Svedbergs shares tendered to Stena Adactum under the Offer.

Premiums

The price per share of series B in the Offer represents a premium of [9]:

• • Approximately 7.8 per cent compared to the closing share price on Nasdaq Stockholm of SEK 46.40 on 11 March 2022 (the last day of trading prior to the announcement of the obligation to launch a mandatory takeover offer);
  • Approximately 20.3 per cent compared to the volume-weighted average trading price on Nasdaq Stockholm of SEK 41.58 during the last 20 trading days ended on 11 March 2022 (the last day of trading prior to the announcement of the obligation to launch a mandatory takeover offer);
  • Approximately -1.2 per cent compared to the closing share price of SEK 50.60 on Nasdaq Stockholm on 21 March 2022 (the last day of trading prior to the announcement of the Offer); and
  • Approximately 16.1 per cent compared to the volume-weighted average trading price on Nasdaq Stockholm of SEK 43.05 during the last 20 trading days ended on 21 March 2022 (the last day of trading prior to the announcement of the Offer).

Total value of the Offer

The total value of the Offer, based on the 24,320,521 shares[10] in Svedbergs not directly or indirectly owned by Stena Adactum or its closely related parties, amounts to approximately SEK 1.2 billion. The Offer values Svedbergs, based on all 35,323,758 shares[11] in Svedbergs, to approximately SEK 1.8 billion.

Statement from the board of directors of Svedbergs and fairness opinion

The board of directors of Svedbergs is, in accordance with the Takeover Rules for Nasdaq Stockholm (the "Takeover Rules"), expected to announce their statement regarding the Offer[12] and a valuation opinion (a so-called fairness opinion) regarding the Offer no later than two weeks prior to the expiry of the acceptance period of the Offer.

Stena Adactum's shareholding in Svedbergs and the obligation to launch a mandatory takeover offer

As of the day of the announcement of the Offer, Stena Adactum owns 11,003,237 shares of series B in Svedbergs, of which Stena Adactum owns 1,790,420 shares of series B in Svedbergs directly, and 9,212,817 shares of series B in Svedbergs indirectly through the wholly-owned subsidiary Ballingslöv International AB, corresponding to approximately 31.1 per cent of the share capital and votes in Svedbergs.[13] All issued shares in Svedbergs are shares of series B.

On 14 March 2022, Stena Adactum announced that Stena Adactum had acquired 354,700 shares of series B in Svedbergs for a maximum consideration of SEK 50 per share. Through the acquisition, Stena Adactum attained a direct and indirect[14] holding corresponding to approximately 30.7 per cent of the shares and votes in Svedbergs[15]. Through the acquisition, Stena Adactum passed the mandatory bid threshold in accordance with Chapter 3 section 1 of the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).

Apart from the above, neither Stena Adactum nor any of its closely related companies or closely related parties hold or control any shares or financial instruments in Svedbergs that give a financial exposure to shares in Svedbergs at the time of this announcement.

During a period of six months prior to the announcement of the Offer, Stena Adactum has acquired a total of 510,862 shares of series B through acquisitions of shares on Nasdaq Stockholm, as well as directly and indirectly[16] acquired 4,342,375 newly issued shares of series B through subscription of shares in the rights issue announced by Svedbergs on 11 February 2022[17].

Neither Stena Adactum nor any of its closely related companies or closely related parties have acquired or agreed to acquire any shares or any other financial instruments in Svedbergs that give a financial exposure equivalent to holding shares in Svedbergs at a price exceeding the price in the Offer during the six months preceding this announcement.

Stena Adactum may acquire, or enter into arrangements to acquire, shares in Svedbergs in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

The completion of the Offer is solely conditional upon the receipt of all necessary approvals from the relevant competition authorities being obtained, in each case on terms which, in Stena Adactum's opinion, are acceptable. According to Stena Adactum's assessment, the Offer will require the approval of the Swedish Competition Authority (Sw. Konkurrensverket). Stena Adactum expects that the relevant clearances will be given prior to the end of the acceptance period.

Stena Adactum reserves the right to withdraw the Offer in the event that it is clear that the condition set out above is not satisfied or cannot be satisfied and the non-satisfaction of such condition is of material importance to Stena Adactum's acquisition of Svedbergs.

Stena Adactum reserves the right to waive, in whole or in part, the condition set out above in accordance with applicable laws, rules and regulations.

Certain closely related parties

The chairman of the board of directors of Svedbergs, Anders Wassberg, is the President and CEO of Stena Adactum and has as such participated in Stena Adactum's preparations of the Offer. In accordance with the Takeover Rules, Anders Wassberg has not participated in, and will not participate in, Svedbergs' handling of or decisions concerning the Offer.

These circumstances also mean that Section III of the Takeover Rules is applicable to the Offer, entailing that the acceptance period shall be at least four weeks and that Svedbergs is obliged to obtain and announce a valuation opinion (a fairness opinion) regarding the shares in the Company from independent experts.

Stena Adactum in short

Stena Adactum is a Swedish limited liability company, with corporate registration number 556627-8155, domiciled in Gothenburg. Stena Adactum's address is Rosenlundsgatan 3, 411 20 Gothenburg.

Stena Adactum was founded in 2002 and is a Swedish based investment company with a long-term investment horizon and an active ownership approach based on assisting the companies reach their full potential, and is part of the Stena sphere[18]. The company primarily invests in Swedish medium sized companies with international potential and a leading position within its niche or geography. The current portfolio consists of 9 companies with combined sales of SEK 19 billion and a net assets value of SEK 12 billion.

For more information about Stena Adactum, visit Stena Adactum's website, www.stenaadactum.com.

Svedbergs in short

Svedbergs Group is one of the leading bathroom suppliers in the Nordic region with a comprehensive product range for the bathroom including furniture, showers, bathtubs, heated towel rails, mixers, WCs and accessories. Most of the product range consists of its own products. Sales are made to both consumers and projects under the strong brands Svedbergs, Macro Design, Cassøe, Roper Rhodes, Tavistock and R2.

For more information about Svedbergs, visit Svedbergs' website, www.svedbergsgroup.se.

Financing of the Offer

The Offer is not subject to any financing conditions. Stena Adactum will finance the Offer with existing funds, available bank financing and by funds provided by Stena AB.

Preliminary timetable^[19]

Publication of the offer document                          1 April 2022

Acceptance period                                      4 April 2022 – 4 May 2022

Commencement of settlement                 10 May 2022

Stena Adactum reserves the right to extend the acceptance period, as well as to postpone the settlement date. An extension of the acceptance period will not delay the payment of the consideration to those who have already accepted the Offer. A notice of any such extension or postponement will be announced by Stena Adactum by means of press release in accordance with applicable rules and regulations.

Statement from the Swedish Securities Council

The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has in its ruling AMN 2022:11 granted Stena Adactum an exemption from the obligation to direct the Offer to shareholders in certain jurisdictions. AMN 2022:11 will be available in its entirety on the Swedish Securities Council's website (www.aktiemarknadsnamnden.se).

Compulsory redemption proceedings and delisting

Should the Offer be accepted to the extent that Stena Adactum becomes the owner of shares representing more than 90 per cent of the total number of shares[20] in Svedbergs, Stena Adactum intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Svedbergs. In connection therewith, Stena Adactum intends to promote delisting of Svedbergs' shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as any agreements entered into between Stena Adactum and the shareholders in Svedbergs as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. Furthermore, Stena Adactum has, in accordance with the Swedish Act on Public Takeovers on the Stock Market, on 21 March 2022 contractually undertaken towards Nasdaq Stockholm AB ("Nasdaq") to fully comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq in event of breach of the Takeover Rules. On 22 March 2022, Stena Adactum informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) about the Offer and the above-mentioned undertaking towards Nasdaq.

Advisors

Carnegie Investment Bank AB is acting as financial advisor in connection with the Offer and Roschier Advokatbyrå AB is legal advisor to Stena Adactum in connection with the Offer.

Stena Adactum AB

The board of directors

For additional information contact:

Anders Wassberg, President and CEO of Stena Adactum

Tel: 073-427 08 01, e-mail: anders.wassberg@stena.com

The offeror discloses the information in this press release in accordance with the Swedish Act on Public Takeovers on the Stock Market and the Takeover Rules. The information was submitted for publication on 22 March 2022, at 08.30 (CET).

Information about the Offer

www.svedbergsbudplikt.se

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 Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). The communication of the information and documents contained in this press release 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 trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Stena Adactum. Any such forward-looking statements speak only as of the date on which they are made and Stena Adactum has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Carnegie Investment Bank AB is not responsible to anyone other than Stena Adactum for advice in connection with the Offer.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued shares of Svedbergs, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Svedbergs domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Svedbergs' financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Svedbergs to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Svedbergs' other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate. It may be difficult for Svedbergs' shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Svedbergs and Stena Adactum are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Svedbergs' shareholders may not be able to sue Svedbergs or Stena Adactum or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Svedbergs or Stena Adactum and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Stena Adactum and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Stena Adactum or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Svedbergs outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Stena Adactum may also engage in ordinary course trading activities in securities of Svedbergs, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Stena Adactum nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.