"With Carbonia as part of Marstrom Composite, we broaden our industrial presence and technical capabilities in composite manufacturing. Together we will be the leading full-service supplier that can meet both the defence and manufacturing industries' high demands on quality but also the increasing need for cost-efficient volume production", says Astor Group CEO Mattias Hjorth

The acquisition
Carbonia Composites, with operations in Malmö, develops and mass produces carbon fibre and glass fibre components for industrial applications with high demands on precision, strength and weight optimisation. The company uses efficient manufacturing techniques such as RTM (Resin Transfer Molding) and vacuum infusion, with post-processing including 5-axis CNC milling, assembly and surface treatment. Advanced design and verification tools such as 3D CAD, FEM analyses and photogrammetry are used as an integral part of the quality work.

Carbonia's capabilities and technologies complement those of Marstrom Composites, which specialises in high-performance autoclave-cured pre-preg solutions. Together, the two companies create a technically broad offering covering both customised low-volume manufacturing and industrial series production in carbon fibre and other composite materials.

Scandinavian Astor Group sees great potential in coordinating and further developing the two businesses. Carbonia is currently a Tier 1 supplier to several leading European vehicle manufacturers and also produces components for antenna systems. With established volume processes and cost-effective methods, the company is considered to have great development potential as a supplier of serial parts to the defence industry - an area with increasing demand for lightweight composite solutions.

Identified synergies includes:

• A strengthened offering to the defence sector - from advanced system components to volume-produced composite parts.
• Increased production capacity and technological range within the Group.
• Transfer of expertise between quality management, OEM requirements and production processes.
• Marstrom Composite strengthens its position as a full-service supplier in composite manufacturing by consolidating expertise and capabilities in all established manufacturing methods - from pre-preg and autoclave to RTM and vacuum infusion.

"By welcoming Carbonia into the Marstrom family, we take an important step towards offering the full spectrum of composites manufacturing - from performance-critical pre-preg solutions to cost-effective series production. This strengthens our position as a flexible and long-term partner to both the defence industry and civilian customers", says Marstrom Composites CEO Fredrik Lindblom.

Carbonia currently has 25 employees and in 2024 the company had sales of approximately SEK 51.5 million, with an EBITDA margin of 27.2 per cent. Their customers are found in the automotive, telecom, energy and medtech industries with significant exports to Germany. By integrating Carbonia as a separate subsidiary of Marstrom Composite, Astor Group sees a clear potential to build a market-leading Nordic player in advanced composite manufacturing for both defence and civil applications. The acquisition of 100% of Carbonia is expected to be completed by 31 July 2025.

Key terms of the Acquisition
The initial purchase price amounts to approximately SEK 55 million, of which approximately SEK 38.5 million will be paid in cash and is planned to be financed through bank loans of SEK 27.5 million and the remaining own cash, furthermore SEK 16, 5 million through a promissory note that the seller of Carbonia has undertaken to set off against new shares in Scandinavian Astor Group at a subscription price per share corresponding to the volume weighted average price (VWAP) for the shares in the company between 15 May 2025 and 30 May 2025 (the "Set-off Issue"). After closing, the initial purchase price shall be adjusted for the net cash/net debt in Carbonia as of the closing date and for any deviations in working capital. This corresponds to an EV/EBITDA multiple of 3.9. The Board of Directors intends to resolve on the Set-Off Issue in connection with the completion of the acquisition, which is expected to take place no later than 31 July 2025.

Marstrom also receives a purchase option to acquire the shares in Carbonia Real Estate AB (`Carbonia RE'). The purchase option is valid for a period of eighteen months from the closing date and the purchase price for the shares in Carbonia RE is based on a property value for Carbonia RE's property in Arlöv of approximately SEK 57 million.

Subject to fulfilment of the other transaction conditions at the closing of Carbonia, the Board of Directors in Astor Group will resolve to (i) assume the payment obligation for the promissory note of SEK 16.5 million and (ii) resolve on the Set-Off Issue. The Company will inform the market when the Board has decided on the Set-Off Issue.

The seller of Carbonia has entered into a lock-up for the shares received in connection with the Set-Off Issue. According to the lock-up agreement, the seller shall retain 100% of the holding during the first six months. After six months, the seller may sell a maximum of 50 per cent of the shares, while the remaining 50 per cent may only be sold after one year. The seller has thus committed not to sell any of the shares received during this period.

The transaction is also subject to approval under the applicable foreign direct investment (FDI) rules.

Advisors and other information
Eversheds Sutherland Advokatbyrå has acted as legal advisor in connection with the Acquisition.

More about Carbonia Composites
Carbonia Composites AB is an established company in advanced composite solutions based in Arlöv, Sweden. The company develops and manufactures carbon fibre and glass fibre components for demanding industrial applications, where high strength, low weight and design flexibility are crucial. Carbonia is a Tier 1 supplier to several leading European automotive manufacturers and also has customers in medical technology, telecommunications and defence-related segments. With over 20 years of experience, modern production capacity and its own development department, Carbonia offers complete solutions from design and simulation to series production and post-processing.

Scandinavian Astor Group - Strength and security in all elements

For further information, please contact:
Scandinavian Astor Group's CEO Mattias Hjorth
E-mail: ir@astorgroup.se

This information is information that Scandinavian Astor Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact person set out above, at the time specified by Astor Group's news distributor at the time of publication of this press release.

Please note that this is an English translation of a press release written in Swedish by Scandinavian Astor Group AB (publ), in the event of any inaccuracies, the Swedish version applies.

About Scandinavian Astor Group AB (publ)
Scandinavian Astor Group is a Swedish defense group shaping the future of security and protection. Through its three business areas - Astor Tech, Astor Industry and Astor Protect - the Group delivers advanced technology, high-quality components and critical security solutions to primarily the defense, industry and public safety sectors. Astor Group is listed on NGM Nordic SME (ticker: ASTOR) and Boerse Stuttgart. The Company is headquartered in Stockholm, Sweden. Shark Communication AB, tel. +46 73-434 45 15, e-mail: info@sharkcom.se is the Company's Mentor. For more information about Astor Group's business, visit: www.astorgroup.se