Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Handel & varor |
Industri | Detaljhandel |
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD REQUIRE ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRAVENES ANY APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM SUCH MEASURES. FOR FURTHER INFORMATION, SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
CDON AB (publ) ("CDON GROUP" or the "Company") intends to carry out a directed share issue of approximately SEK 40 million to Swedish and international institutional investors through a so-called accelerated bookbuilding procedure (the “Directed Share Issue”). With this, the Board of Directors of CDON Group concludes the strategic review that was initiated in April 2025. The strategic review, coupled with the Company’s improved financial and operational performance, has confirmed that the most value enhancing strategy is to accelerate investments in several identified growth initiatives. The Company has appointed ABG Sundal Collier AB (“ABG Sundal Collier”) to explore the conditions for carrying out the Directed Share Issue. Several of the Company's larger shareholders and board members, including Christoffer Norman and Brad Hathaway have expressed an interest to participate in the Directed Share Issue. The net proceeds from the Directed Share Issue will be used to fund the identified growth initiatives. Participation by any members of the board will be subject to approval by an Extraordinary General Meeting in accordance with Chapter 16 of the Swedish Companies Act (2005:551) (Sw. Leo-lagen).
The Directed Share Issue
The Company’s intention is to carry out the Directed Share Issue with deviation from the shareholders’ preferential rights, partly based on the authorization granted by the Annual General Meeting held on 7 May 2025 (“Tranche 1”) and partly subject to subsequent approval by an Extraordinary General Meeting (“Tranche 2”). The subscription price and the total number of new ordinary shares in the Directed Share Issue will be determined through an accelerated bookbuilding procedure, which will begin immediately following this announcement. Should theBoard of Directors resolve to carry out the Directed Share Issue, pricing and allocation of shares is expected to take place before the start of trading on Nasdaq First North Growth Market on 19 September 2025. The exact timing of the closing of the bookbuilding, pricing and allocation are at the discretion of the Company in consultation with ABG. The bookbuilding procedure may close earlier or later and may be cancelled at any point in time. The Company will announce the outcome by way of a press release after the closing of the bookbuilding procedure. Tranche 1 and Tranche 2 are independent from and not contingent upon each other.
Background, reasons and outcome of strategic review
CDON has now completed its strategic review. In light of the Company’s return to growth and improving performance, the Board of Directors has concluded that the most value-creating way forward is to accelerate the pace of new strategic initiatives. The proceeds from the Directed Share Issue will be used to fund four specific growth initiatives that have been identified as set out below.
1. Nordic growth opportunities – unlock sizeable untapped regional demand in Denmark, Finland and Norway
2. Tech resource boost – expand engineering capacity to accelerate velocity, embed AI, and improve long-term competitiveness
3. Brand marketing – rebuild awareness and preference for the Company’s brands
4. Retail media – monetize the Company’s traffic through high-margin advertising formats
Together, these initiatives are expected to generate more than SEK 50 million in incremental annual EBITDA uplift by 2027.
The Board of Directors has considered the possibility of raising capital through a rights issue and believes that it is currently, for several reasons, more favorable for the Company and its shareholders to raise capital through a directed share issue. A rights issue would take significantly longer to complete, which could reduce the Company's financial flexibility and prevent the Company from taking advantage of any business opportunities, especially in the current volatile market environment. A rights issue would also be more costly (particularly if external guarantors were needed), involve a more complex process for the inclusion of US shareholders, and would likely need to be carried out at a higher discount. Furthermore, the Company wishes to expand and strengthen its institutional and professional shareholder base, in order to further strengthen the liquidity of the Company's shares and further broaden the base of financially strong shareholders. In the current volatile market environment - which can mean that the conditions for raising capital can change quickly - the Company wants to ensure a stronger balance sheet and create a buffer for estimated future order growth. Against this background, the Board of Directors’ overall assessment is that it is in the interests of the Company and its shareholders to carry out the Directed Share Issue with deviation from the main rule on shareholders’ preferential rights. Since the subscription price in the Directed Share Issue is determined through a bookbuilding procedure, it is the Board of Directors’ assessment that the subscription price will be on market terms, in that it reflects current market conditions and investor demand.
Financial update
Following the merger between CDON and Fyndiq, CDON Group has now completed its integration phase and realized important synergies. These actions have established a stable, scalable foundation and the business has returned to growth, with GMV increasing by 8% in Q2 2025 compared to Q2 2024.
This positive trend has continued into the first two months of Q3 2025.
SEK million unless otherwise indicated | July - August 1 | ||
2025 | 2024 | Change | |
Gross Merchandise Value (“GMV”) | 329 | 309 | 7% |
Gross profit | 64 | 56 | 14% |
Gross Profit After Marketing (“GPAM”) | 35 | 32 | 9% |
EBITDA | 9.1 | 5.1 | 79% |
- Preliminary and unaudited
Lock-up undertakings
If the Directed Share Issue is completed, the Company has undertaken, with customary exceptions, not to issue any additional shares (other than those contemplated by the Directed Share Issue) for a period of 90 days after the announcement of the outcome of the Directed Share Issue. In addition, shareholding board members and certain members of the management team including Christoffer Norman and Brad Hathaway have undertaken, with customary exceptions, not to sell any shares in the Company for a period of 90 days following the announcement of the outcome of the Directed Share Issue.
Advisors
ABG Sundal Collier acts as Sole Global Coordinator and Sole Bookrunner and Advokatfirman Vinge KB acts as legal advisor to the Company in connection with the Directed Share Issue.