Ambea will enter the Finnish market through the acquisition of Validia, a company with a strong and trusted management team, good cultural fit, growth potential, and profitability that aligns with Ambea's financial targets. This acquisition provides Ambea with a solid platform for continued growth in Finland, a market with a high proportion of private care providers, further contributing to Ambea's overall expansion while diversifying its customer and country base. Validia maintains a strong focus on high care quality and customer- and employee satisfaction. As a result, Ambea becomes the only care provider with a presence in the four largest Nordic countries, gaining access to the Finnish market and creating opportunities for both organic and inorganic growth. The acquisition strengthens Ambea's ability to consistently meet its financial targets over time, including annual net sales growth of 8-10%, an adjusted EBITA margin of 9.5%, and a Net Debt/adjusted EBITDA excluding IFRS 16 ratio below 3.25x.

The acquisition adds approximately 50 care units across Finland, with around 1,400 beds and more than 2,600 employees, to the Ambea Group. In 2024, Validia generated sales of SEK 1,395 million¹⁾, with an adjusted EBITA of SEK 142¹⁾ million. Validia's operations have a strong track record in providing care for individuals with diverse needs, particularly in residential care and support for people with disabilities, making it a valuable addition to Ambea's network of care services.

The purchase price is SEK 1,382 million¹⁾ on a cash and debt-free basis. The transaction is expected to lead to transaction costs of approximately SEK 30 million in 2025. Expected integration and other non-recurring costs are estimated at around SEK 40 million, evenly distributed between 2025 and 2026. Transaction is anticipated to have a positive impact on EBITA starting in 2025 and will contribute positively to earnings per share from 2026 onward.

Validia will serve as the foundation for a new Finnish business area within the group, enabling Ambea to expand its high-quality care offerings to a broader range of individuals in need. The combined organization will leverage shared knowledge, best practices, and innovations across all markets, contributing to the development of an even stronger Nordic welfare model. Throughout the integration process, our primary focus will be on maintaining the good quality of care that Validia provides while ensuring a smooth and seamless transition for Validia's employees. Validia's current management team will continue to lead the business, with the Managing Director of Validia reporting directly to Ambea's CEO & President and joining the Ambea Group Management Team upon the completion of the transaction.

"This acquisition is an exciting opportunity to strengthen our position across the Nordic region and build on the outstanding work already being done by Validia. We are committed to maintaining high-quality care while investing in new care homes, innovations and enhancing the skills and competencies of our teams. Together, we will continue to improve the lives of those in need of care," says Mark Jensen, CEO of Ambea.

Invalidiliitto, with 141 member associations and 24,000 individual members, plays a key role in advocating for individuals with physical disabilities and functional impairments in Finland. Moving forward, Invalidiliitto will focus on its core role as an advocacy organization.

"Validia has developed well in recent years, making this an opportune time for the sale. Over time, Validia has expanded into areas that are no longer at the core of Invalidiliitto's activities. We believe that Validia now has better opportunities to continue its operations, as Ambea has sufficient resources to develop the company on a broader scale. Ambea is committed to continuously improving service quality and ensuring the well-being of both clients and staff, which is something we at Invalidiliitto find extremely important", says Janne Juvakka, CEO of Invalidiliitto.

The transaction is not subject to regulatory approvals and is expected to close April 1^st, 2025. SEK 217 million of the consideration is payable in 2 million shares in Ambea which Ambea currently holds in treasury and the remainder in cash. The seller has entered a lock-up undertaking, with customary exceptions, in favor of Ambea for a period of 12 months. Ambea has secured a Term Loan facility of SEK 990 million to finance the transaction. After completion of the acquisition, Ambea's leverage ratio including Validia measured as Net Debt/adjusted EBITDA excluding IFRS 16 is expected to be approximately 2.8x.

Evli Corporate Finance has acted as financial advisor and Vinge has acted as legal advisor to Ambea in connection with the transaction.

Webcast/telephone conference

In connection to the announcement, Ambea will host a telephone conference at 09:00 (CET) on Wednesday, March 12th. The presentation will be held in English and available as webcast on www.ambea.com or direct link: https://edge.media-server.com/mmc/p/4dgtv7jj

Telephone conference
To participate the conference call, register before the call using the link below (registration opens up one week before the event). Upon registration you will receive a dial-in number and a unique personal PIN code. To ensure that the connection to the conference call is working, please call ten minutes before the conference call is due to start.

Telephone conference registration:
https://register-conf.media-server.com/register/BI9727d8002beb4404b42bc18756b79975

The related presentation will be available on
https://ambea.com/investor-relations/reports/reports-and-presentations/

¹⁾ Based on current currency exchange rates (10.9695 SEK/EUR) and subject to final adjustments.