KITRON ASA: CONTEMPLATED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES "), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE 'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
(2025-11-25) Kitron ASA ( "Kitron " or the "Company ") announces a contemplated private placement of up to 17,000,000 new ordinary shares in the Company (the “Offer Shares”) (the “Private Placement”). The Company has retained Nordea Bank Abp, filial i Norge AS (“Nordea”) as Sole Global Coordinator and Joint Bookrunner, and DNB Carnegie, a part of DNB Bank ASA (“DNB Carnegie”), and Pareto Securities AS (“Pareto”) as Joint Bookrunners (collectively, together with Nordea, the “Managers”). The price per Offer Share in the Private Placement (the "Offer Price ") will be set by the Company 's board of directors (the "Board ") on the basis of an accelerated bookbuilding process to be conducted by the Managers.
The net proceeds from the Private Placement will primarily be used to fund the acquisition of DeltaNordic AB (the “Acquisition”), as announced by the Company on 19 November 2025. The Acquisition values DeltaNordic AB at an equity value of SEK 1,255 million (approx. NOK 1,344 million) (the “Purchase Price”). The Purchase Price will be settled by the Company with (i) new shares in the Company worth SEK 150 million (approx. NOK 161 million) (the “Consideration Shares”), (ii) SEK 760 million (approx. NOK 814 million) in cash (the “Cash Consideration”), and (iii) earn-out payment of SEK 345 million (approx. NOK 369 million) in cash subject to certain performance targets.
Approx. NOK 814 million of the net proceeds from the Private Placement will be used to finance the Cash Consideration in the Acquisition. The excess net proceeds will be used for general corporate purposes and to strengthen the Company’s balance sheet for further strategic opportunities. If the Acquisition for any reason is not completed as planned or at all following completion of the Private Placement, all of the net proceeds from the Private Placement will be used for general corporate purposes and to strengthen the Company’s balance sheet for further strategic opportunities.
Please see the investor presentation released in connection with the Acquisition for additional information. A recording of a webinar from the Company in connection with the Acquisition is available on the Company’s webpage.
50% of the Consideration Shares value in the Acquisition will be settled at a share price equal to the volume-weighted average price of the Company’s shares on Euronext Oslo Børs during the last ten trading days prior to signing of the share purchase agreement for the Acquisition (the “Signing VWAP”), and the remaining 50% of the Consideration Shares value will be settled at a share price equal to the volume-weighted average price of the Company 's shares on Euronext Oslo Børs during the last ten trading days prior to closing of the Acquisition (the “Closing VWAP”). The Board currently has an authorisation to issue 10% new shares (the “Board Authorisation”) granted by the annual general meeting held on 24 April 2025 (the “AGM”). This Board Authorisation will be used to issue (i) all of the Offer Shares in the Private Placement, and (ii) all of (or a portion of) the Consideration Shares in the Acquisition. Any remaining portion of the Consideration Shares not covered by the Board Authorisation will be purchased by the Company in the open market on Euronext Oslo Børs in due course, under the Company’s existing board authorisation to buy back 10% of the shares outstanding granted by the AGM. Additionally, the Board may be granted a new board authorisation by the EGM (as defined below), that may be used (if resolved) to issue the above-mentioned Consideration Shares.
Terms of the Private Placement
The bookbuilding period for the Private Placement will commence on 25 November 2025 at 16:30 CET and end on 26 November 2025 at 08:00 CET. The Company may, however, at its sole discretion and in consultation with the Managers extend or shorten the bookbuilding period at any time and for any reason and on short or without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed accordingly.
The following members of the Board and the Company’s executive management have collectively pre-committed to subscribe for a total of the NOK equivalent of EUR 350,000, and will receive full allocation for their subscription of shares in the Private Placement:
- Peter Nilsson (CEO of the Company): NOK equivalent of EUR 100,000.
- Cathrin Nylander (CFO of the Company): NOK equivalent of EUR 100,000.
- Petra Grandinson, Malfrid Brath and Gyrid Skalleberg Ingerø (members of the Board): Each for the NOK equivalent of EUR 50,000.
The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S. Securities Act and (b) to investors in the United States who are QIBs as defined in Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Members of the Board and the Company 's executive management have agreed to a lock-up of 180 days after the first day of trading on Euronext Oslo Børs for the Offer Shares (with a granted exception for two individuals for an aggregated total of up to 200,000 shares). The Consideration Shares in the Acquisition will have a lock-up of (i) 12 months for the Consideration Shares settled at Signing VWAP and (ii) 6 months for the Consideration Shares settled at Closing VWAP, both after the first day of trading on Euronext Oslo Børs for the Consideration Shares.
Allocation and final number of Offer Shares to be issued will be determined at the end of the bookbuilding period by the Board in its sole discretion based on allocation criteria such as (but not limited to) pre-commitments, indications from the pre-sounding phase, existing ownership in the Company, price leadership, timeliness of order, relative order size, investor quality, sector knowledge and investment history and investment horizon. The Board reserves the right at its sole discretion, to reject and/or reduce any orders, in whole or in part. There is no guarantee that any potential investor will be allocated shares.
Notification of allocation is expected to be distributed by the Managers on 26 November 2025 before 09:00 CET. The Offer Shares will be settled with new shares in the Company to be issued under the Board Authorisation, and delivery versus payment ( "DVP ") settlement will be facilitated by a pre-payment agreement to be entered into between the Company and the Managers (the "Pre-Payment Agreement "). The Offer Shares allocated to applicants in the Private Placement will be tradable after the announcement by the Company of the share capital increase pertaining to the Private Placement has been registered with the Norwegian Register of Business Enterprises (the "NRBE "), which is expected on or about 27 November 2025 (T+1). Settlement is expected to take place on or about 28 November 2025 (T+2) on a DVP basis.
The completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) all necessary corporate resolutions of the Company required to implement the Private Placement being validly made, including the Board resolving to proceed with the Private Placement, allocate the Offer Shares and issue the Offer Shares pursuant to the Board Authorisation, (ii) the Pre-Payment Agreement remaining in full force and effect, and (iii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the NRBE and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo (VPS).
Please note that the completion of the Private Placement by delivery of Offer Shares to the applicants is not conditional upon, or subject to, completion of the Acquisition. Allocation of Offer Shares in the Private Placement will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if the Acquisition is not completed as contemplated or not completed at all.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to registration of the new share capital in NRBE. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Equal treatment considerations and potential Subsequent Offering
The Private Placement represents a deviation from the shareholders ' pre-emptive right to subscribe for the Offer Shares. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and the Norwegian Securities Trading Act. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to secure equity financing to accommodate the Company 's funding requirements. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement will not result in a significant dilution of existing shareholders and that is based on a publicly announced accelerated bookbuilding process.
On this basis, the Board has considered the proposed transaction structure and the Private Placement to be in the common interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement, consider whether it is appropriate to carry out a subsequent offering (the "Subsequent Offering ") at the Offer Price. The Subsequent Offer may be subject to necessary resolutions by approval by an extraordinary general meeting (an "EGM "). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Any Subsequent Offering, if applicable, and subject to applicable securities laws, will be directed towards existing eligible shareholders in the Company as of 25 November 2025 (as registered with the VPS two trading days thereafter) who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering if and when finally resolved.
By applying for Offer Shares in the Offering, each applicant irrevocably undertakes to vote for all its shares in the Company in favour of, or give a voting proxy to be used in favour of, the resolutions at the EGM to issue any shares related to the potential Subsequent Offering. The undertaking applies to all shares held by the applicant as of the record date for the EGM (to be set out in the EGM notice).
Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
For further information, please contact:
Peter Nilsson, President and CEO, tel. +47 948 40 850
Cathrin Nylander, CFO, tel.: +47 900 43 284
Email: investorrelations@kitron.com
Kitron is a leading Scandinavian electronics manufacturing services company for the Connectivity, Electrification, Industry, Medical devices and Defence/Aerospace sectors. The group has operations located in Norway, Sweden,
Denmark, Lithuania, Germany, Poland, the Czech Republic, India, Malaysia, China and the United States. Kitron has about 2 400 employees, and revenues were EUR 647 million in 2024.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Cathrin Nylander, CFO of Kitron ASA, at the time and date stated above in this announcement.
Important Information
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act "), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers " as defined in Rule 144A under
the Securities Act.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation ") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors, except for the subsequent repair offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the subsequent repair offering, the prospectus.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The "Prospectus Regulation " means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order ") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons "). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe ", "expect ", "anticipate ", "strategy ", "intends ", "estimate ", "will ", "may ", "continue ", "should " and similar expressions. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company 's ability to attract, retain and motivate qualified personnel, changes in the Company 's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility or liability for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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