The merger of Meriaura Group PLC and Summa Defence OY has been completed
Summa Defence Ltd
Press release, free for publication on 9.6.2025 at 21:00 EEST
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa or any other jurisdiction where such distribution or publication would be unlawful.
The merger between Meriaura Group Oyj (“Meriaura Group” or the “Company”) and Summa Defence Oy, announced on 29 January 2025, and the overall arrangement related thereto (the “Transaction”), has been executed on 9 June 2025. The Annual General Meeting of Meriaura Group held on 24 April 2025 approved the execution of the Transaction and granted the Board of Directors the necessary authorisations to implement it.
Execution of the Transaction
The Board of Directors of the Company has confirmed that the conditions set forth in the Share Exchange Agreement regarding the Transaction, signed on 29 January 2025 (the “Share Exchange Agreement”), and the Amendment Agreement signed on 31 March 2025, have been fulfilled. The Company signed the execution document relating to the Transaction on 9 June 2025.
In making its decision, the Company’s Board had access to, among other things, a Fairness Opinion issued by HLP Corporate Finance Oy, which stated that the Transaction is financially fair to all current shareholders of the Company. The opinion was published on 31 March 2025.
In addition, on 31 March 2025, the Company published a company description approved by Nasdaq Stockholm AB.
Arto Räty and Jussi Mälkiä, members of the Board of Directors of Meriaura Group, did not participate in the decision-making regarding the Transaction due to the provisions of the Finnish Limited Liability Companies Act concerning related party transactions.
The following arrangements were carried out as part of the Transaction:
- Acquisition of the entire share capital of Summa Defence Oy through a share exchange
The Company has acquired the entire share capital of Summa Defence Oy (Business ID: 3455766-7, “Summa Defence”), a company consolidating entities in the defence and security sector, for a purchase price of EUR 187,699,999.98. Meriaura Group paid the purchase price by directing, under an authorisation granted by the Board of Directors and deviating from the shareholders' pre-emptive rights, a directed share issue (the “Share Exchange”) to the shareholders of Summa Defence. As consideration, a total of 4,030,374,032 new Meriaura Group shares (the “Consideration Shares”) were issued at a subscription price of EUR 0.04657136 per Consideration Share.
The subscription price of the Consideration Shares in the Share Exchange is based on the value agreed for the Consideration Share in the Share Exchange Agreement. The Consideration Share value used in the Transaction includes a 5.4% premium over the Company’s share closing price on the Nasdaq First North Growth Market Finland on 28 January 2025, and a 24.9% premium over the volume-weighted average trading price of the Company’s share over the three-month period ending on 28 January 2025 on the same marketplace.
The shareholders of Summa Defence paid the subscription prices of the Consideration Shares by contribution in kind, transferring to Meriaura Group Oyj all the shares they held in Summa Defence — a total of 82,269,824 shares, representing 100 percent of Summa Defence’s fully diluted and debt-free share capital.
The Consideration Shares issued in the Share Exchange are intended for the development of the Meriaura Group’s business operations and, in accordance with the decision of the General Meeting, for the financing of the acquisition, and therefore the deviation from shareholders’ pre-emptive rights has a weighty financial reason as required by the Finnish Limited Liability Companies Act.
The Consideration Shares entitle their holders to full dividends and other distributions of assets by Meriaura Group, as well as other shareholder rights in the Company, as of the date when the Consideration Shares are registered with the Finnish Trade Register and entered into the Company’s shareholder register, estimated to be on 10 June 2025.
The Company intends to apply for the Consideration Shares to be admitted to trading on the Nasdaq First North Growth Market Sweden and the Nasdaq First North Growth Market Finland, together with the Company’s existing shares, with trading expected to commence on or about 11 June 2025. A portion of the Consideration Shares will be subject to an 18-month lock-up period from the date of issuance, as separately agreed.
- Sale of Meriaura Oy shares to Meriaura Invest Oy
The Company has sold all of its shares in Meriaura Oy (Business ID: 0669579-8), totaling 2,391 shares (approximately 79.4% of the share capital), to Meriaura Invest Oy (Business ID: 0894369-5) for a purchase price of EUR 14.4 million.
The purchase price was financed through a loan of EUR 14.4 million (the “Loan”) granted by the seller to Meriaura Invest Oy, provided on customary terms.
- Directed acquisition of the Company’s own shares from Meriaura Invest Oy
The Company has resolved, based on the authorisation granted by the Annual General Meeting, to acquire a total of 330,675,334 of its own shares from Meriaura Invest Oy in a directed manner, deviating from shareholders’ pre-emptive rights, at a price of EUR 0.04657136 per share, which corresponds to the share value agreed in the Share Exchange Agreement. The total purchase price for the repurchased shares is approximately EUR 15,400,000.02, of which:
- EUR 14.4 million will be set off against the Loan principal and interest, and
- Approximately EUR 1.0 million will be paid in cash to Meriaura Invest Oy.
The acquisition of the Company’s own shares is part of the implementation of the Transaction agreed in the Share Exchange Agreement, and is conditional upon the Transaction being completed in a manner approved by the Board of Directors, such that the Share Exchange and the 4,030,374,032 Consideration Shares issued therein are registered with the Finnish Trade Register simultaneously with the execution of the acquisition of own shares and the transfer of their ownership to the Company.
The Company has resolved to cancel the acquired own shares, and the cancellation will be registered with the Trade Register at the same time as the registration of the Consideration Shares, expected on 10 June 2025.
The shares are being acquired for the purpose of implementing the Transaction, in accordance with the resolution of the Annual General Meeting, and thus there exists a weighty financial reason for the Company to acquire the shares in a manner other than in proportion to shareholders’ existing holdings, as required by the Finnish Limited Liability Companies Act.
- Change of company name
Following the implementation of the Transaction, the Company’s corporate name will be changed to Summa Defence Oyj, among other things, upon registration of the corresponding amendments to the Articles of Association with the Finnish Trade Register, expected to occur on or about 10 June 2025.
- Change of Chief Executive Officer
In connection with the implementation of the Transaction, the service relationship of Jussi Mälkiä as Chief Executive Officer of the Company terminated on 9 June 2025.
Jussi Holopainen has been appointed as the new Chief Executive Officer of Meriaura Group, effective as of 9 June 2025.
- Amendments to transfer restrictions agreed prior to the implementation of the Transaction
The number of the Company’s shares subject to transfer restrictions has been adjusted from 3,808,812,276 shares, as stated in the company description, to 3,661,973,110 shares. Below is a breakdown of the updated number of shares subject to transfer restrictions for those shareholders whose holdings have changed by more than a minor amount:
- PM Ruukki Oy: 390,542,151 shares
- Jerovit Investment Oy: 313,024,143 shares
- holoborg Oy: 273,677,116 shares
- 3lions Oy: 4,999,998 shares
- Akciju sabiedrība “HansaMatrix”: 163,526,775 shares
- Macro Riga SIA: 124,293,859 shares
- Venture ABC SIA: 84,744,378 shares
- BaltCap Latvia Venture Capital Fund AIF: 60,120,138 shares
- Helmi Venture Oy: 67,589,006 shares
- Petrole Des International Pte Ltd: 112,873,607 shares
- Jukka Pietilä: 89,599,317 shares
- Hans Niemi: 0 shares
- Major shareholders
As a result of changes in the shareholding structure of Summa Defence Oy prior to the Share Exchange, the list of the ten (10) largest shareholders of the Company following the implementation of the Transaction has been updated from what was presented in the prospectus, as follows:
Shareholder Shares (Ownership and Voting Rights)
PM Ruukki Oy¹ 390,542,151 (8.55%)
Baltic Work Boats 375,897,768 (8.23%)
Jerovit Investment Oy² 313,024,143 (6.85%)
Jussi Mälkiä³ 289,424,148 (6.34%)
Oy Haapalandia Invest Ltd 278,412,453 (6.10%)
holoborg Oy⁴ 273,677,116 (5.99%)
Ilmars Osmanis⁵ 209,038,237 (4.58%)
Juha Granqvist 187,948,884 (4.12%)
Janne Kosomaa 187,948,884 (4.12%)
Akciju sabiedrība “HansaMatrix” 163,526,775 (3.58%)
1PM Ruukki Oy is an entity controlled by Markku Kankala.
2Jerovit Investment Oy is an entity controlled by Samuli Koskela.
3Meriaura Invest Oy is an entity controlled by Jussi Mälkiä. Meriaura Invest Oy owns 212,306,431 shares. In addition, Jussi Mälkiä personally owns 345,742 shares, and his related parties own 70,621 shares and 60,000 shares, respectively. Furthermore, Jussi Mälkiä holds a 90.84% ownership stake in Aura Mare Oy, one of the shareholders in Summa Defence Oy. Aura Mare Oy, a Mälkiä-controlled entity, holds 76,641,354 shares. In aggregate—counting personal holdings, related party holdings, and shares held through Meriaura Invest Oy and Aura Mare Oy—Jussi Mälkiä’s total holding amounts to 289,424,148 shares, representing 6.34% of voting rights.
4holoborg Oy is an entity controlled by Jussi Holopainen.
5Ilmars Osmanis indirectly owns Company shares through his controlled entities Venture ABC SIA and Macro Riga SIA.