Cavotec completes merger to finalise redomiciliation to Sweden
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
Cavotec Group AB (publ) (“CGAB”) announces that the previously communicated merger involving Cavotec SA (“CSA”), whereby the remaining shareholders of CSA will receive one (1) CGAB ordinary share per CSA share, was approved today. Delivery of shares in CGAB as merger consideration to remaining shareholders of CSA is expected to commence on 15 October 2025.
Completion of merger between Cavotec SA and Cavotec Switzerland SA
Following completion of the share exchange offer by CGAB to the shareholders of CSA, for the purpose of implementing a change of domicile from Switzerland to Sweden (the “Offer”), CGAB owns approximately 96.81 per cent of the total number of shares and votes in CSA.
CGAB has previously communicated its intention to implement a merger under applicable rules and regulations in Switzerland between CSA and Cavotec Switzerland SA, a newly established Swiss limited liability company wholly owned by CGAB, (“MergeCo”) with MergeCo as surviving entity, for the purpose of exchanging the remaining shares (not held by CGAB) in CSA for CGAB shares (the “Merger”). The consideration in the Merger will consist of shares in CGAB on the same terms as in the Offer, i.e. each CSA shareholder will receive one (1) new CGAB ordinary share per one (1) CSA share held as of the effective date of the Merger.
Today, the general meetings of CSA and MergeCo, respectively, resolved to approve the Merger. Registration of the Merger in the Swiss commercial register is expected to occur on or around 8 October 2025, following which all assets and liabilities of CSA will be transferred to MergeCo and CSA will be dissolved.
Settlement and delivery of merger consideration shares
For shareholders who hold delisted shares in Cavotec SA: Settlement in respect of shares in CGAB to be delivered as merger consideration to the remaining shareholders of CSA is expected to commence on 15 October 2025. The shares in CSA will automatically be exchanged for the corresponding number of ordinary shares in CGAB by registration on each shareholder's securities account or custody account on or around 15 October 2025, and no actions are required from the shareholders of CSA in relation thereto. Please note that as of 7 October 2025, it will no longer be possible to transfer shares in CSA between the SIX SIS central securities depository (CSD) and Euroclear Sweden AB’s CSD within the SIX SIS system by use of the CSD link.
For shareholders who only hold listed shares in Cavotec Group AB: The completion of the Merger will not result in any changes to your shareholding.
In order to enable the delivery of the merger consideration shares, the board of directors of CGAB has today resolved on (i) issue of 3,402,426 redeemable and convertible series C shares to SEB at a subscription price corresponding to the quota value of the shares, (ii) repurchase of the newly issued series C shares at a purchase price corresponding to the quota value of the shares, (iii) conversion of the series C shares into ordinary shares, and (iv) transfer of 3,402,426 ordinary shares to the minority shareholders of CSA as consideration in the Merger.
Following the resolutions by the board of directors, the number of shares in CGAB increases by 3,402,426, from 103,293,604 shares to 106,696,030 shares, whereof all ordinary shares, and the share capital increases by SEK 34,024.26, from SEK 1,032,936.04 to SEK 1,066,960.30, corresponding to a dilution of approximately 3.2 per cent for existing shareholders of CGAB. The new total number of shares in CGAB will correspond to the total number of shares in CSA prior to the Merger.
Information about the Offer is available at https://ir.cavotec.com/exchange-offer.