KEO Capital becomes a majority U.S. owned company as it grants final lock-up waiver enabling Starboard’s full exit
KEO Capital becomes a majority U.S. owned company as it grants final lock-up waiver enabling Starboard’s full exit
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
KEO Capital AB (publ) ("KEO Capital" or the "Company") (Nasdaq Stockholm: KEOC), today announces that its board of directors has resolved to grant a second and final waiver under the Restated Voting Undertaking and Lock Up Agreement dated March 26, 2026 (the "Agreement"), permitting Starboard Special Situations III Fundo de Investimento em Participações Multiestratégia – Responsabilidade Limitada and Turmalina Fundo de Investimento em Participações Multiestratégia – Responsabilidade Limitada, both represented by Starboard Asset Ltda. (jointly, the "Funds"), to sell their entire remaining stake of 35,509,597 shares in the Company, that was not covered in the first waiver, representing approximately 10.1 percent of the total shares and votes in KEO Capital (the “Second Transaction”). The Company announced on July 27, that it had granted a first waiver to the Funds to sell 17,632,893 shares through a block trade (“First Transaction”). Following completion of the First and Second Transaction, KEO Capital will be a majority U.S. beneficially owned company.
Background
Under the Agreement, the Funds have undertaken towards the Company not to transfer, directly or indirectly, any of their shares in KEO Capital during the period starting on August 31, 2025 and ending on the earlier of (a) the date of completion of the Company's dual listing on Nasdaq U.S., or (b) the date falling six months after the closing of the Keo Transaction (the "Lock-Up Period"), without the prior written consent of the Company.
The Second Transaction completes the transition of the Funds’ stake to VEN Industries Holdings LLC, a long-term American investment fund, and marks the final step in Starboard’s exit from KEO Capital following its private equity investment cycle in the Company, as previously disclosed in connection with the Extraordinary General Meeting convened to resolve upon changes to the Board of Directors. Together with the First Transaction announced on July 27, 2026, – under which the Funds will sell 17,632,893 shares through a block trade – the Second Transaction completes the Funds’ full divestment from KEO.
Following completion of the Second Transaction, U.S. – based beneficial owners are expected to hold more than 50 percent of the total number of shares and votes in KEO Capital, making the Company a majority U.S. beneficially owned company. – a significant milestone as KEO Capital continues its dual listing on Nasdaq U.S.
Waiver details
The board of directors has unanimously resolved (with Fabio Vassel and Paulo Thiago Mendonça recused due to their respective relationships with the Funds) to grant a second and final waiver of the lock-up restrictions under the Agreement, to the extent necessary to permit the Funds to sell all of their remaining shares in the Company. Together with the first waiver, this second waiver constitutes a full and final waiver of the lock-up restrictions under the Agreement in respect of all shares held by the Funds. All other commitments of the Funds under the Agreement not related to the lock-up restrictions remain in full force and effect.
About the transaction
The Second Transaction comprises the sale of the Funds’ entire remaining 35,509,597 shares in KEO Capital, corresponding to approximately 10.1 percent of the total number of shares and votes in the Company. Following completion of the First and Second Transactions, the Funds will no longer hold any shares in KEO Capital.
Important information
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") (EACH, A "RELEVANT MEMBER STATE"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS THE PROSPECTUS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED.